Representations, Warranties and Covenants of the Company and the Shareholders. The representations and warranties of the Company and the Shareholders in this Agreement shall be true and correct in all respects as of the date of this Agreement and shall be true and correct on the Closing Date (in each case, except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct, either individually or in the aggregate, on the Closing Date would not have, or would not reasonably be expected to have, a Material Adverse Effect on the Company or the Shareholders; provided, however, that the representations and warranties of the Company set 38 forth in Section 2.2 and of the Shareholders set forth in Section 3.4(a) shall be true and correct in all respects as of the date of this Agreement and on the Closing Date.(For purposes of the foregoing sentence, except with respect to the representations and warranties included in Section 2.2 and Section 3.4(a) of this Agreement, all “Material Adverse Effect” qualifications and other materiality qualifications contained in any such representations and warranties will be disregarded.) The Company and the Shareholders will have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company or the Shareholders at or before the Closing.
Representations, Warranties and Covenants of the Company and the Shareholders. The Company and the Shareholders hereby, jointly and severally, represent, warrant and covenant to the Buyer as of the date hereof and the time of the Closing as follows:
