REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES. Except (i) as disclosed in a disclosure schedule of even date herewith delivered by the Company to Parent and Merger Sub (the “Company Disclosure Schedule”) or (ii) as disclosed in the Registration Statement (excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward looking statements” disclaimer or any other forward looking statements of risk that do not contain a reasonable level of detail about the risks of which the statements warn), provided that, any such disclosure that is inaccurate or omits to state a material fact will not be deemed a disclosure pursuant hereto) (it being understood that any matter disclosed in the Company Disclosure Schedule or in the Registration Statement shall be deemed disclosed with respect to any section of this Article 2 to which the matter relates to the extent the relevance to each such section is reasonably apparent), the Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing that:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES. Each of the Securityholders severally (and not jointly) hereby represents and warrants to CryoLife, Parent and Buyer on the date hereof and as of the Closing Date (other than the representations and warranties which are made as of a specified date, which speak only as of such date), subject to such exceptions as are disclosed in the disclosure schedule (specifically referencing the appropriate section (e.g. 5.11), subsection (e.g. 5.11(b)) and paragraph (e.g. 5.11(b)(iii), as applicable) supplied by the Company to CryoLife, Parent and Buyer on the date hereof (the “Company Disclosure Schedule”) (it being understood and hereby agreed that (i) a matter is deemed to be disclosed in the Company Disclosure Schedule for the purposes of this Article V if such matter is included in the Company Disclosure Schedule in sufficient detail to enable Buyer, Parent and CryoLife, upon a diligent review of the Company Disclosure Schedule (together with documents and information included therein, which have been made available to Buyer), to reasonably understand the appropriate sections, subsections and paragraphs, as applicable, of the Company Disclosure Schedule to which such disclosure applies and to reasonably assess the nature, scope, importance and relevance of the disclosed matter and the impact of such disclosure on the Company, the Company Subsidiaries, CryoLife, Parent and Buyer and (ii) except with respect to Fundamental Representations, the fair disclosure statement in Section 5.33 shall also apply for the purposes of this Article V), as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES. As inducement to the Buyers to enter into this Agreement and to consummate the transactions contemplated herein, each of the Selling Parties, jointly and severally, represent and warrant, as of the date of this Agreement and as of the Initial Closing Date, to each of the Buyers that:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES. Except as disclosed in a disclosure schedule of even date herewith delivered by the Company and the Members to Purchaser (the “Company Disclosure Schedule”), the Company hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing, that the following statements are true and correct as of the date hereof. Except for the representations and warranties expressly set forth in this Article 2, the Company makes no other representations or warranties regarding the Company or the Company Subsidiaries (either express or implied).
