REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION OF EACH MERGING COMPANY AND ITS SHAREHOLDERS. The following representations, warranties and indemnities are being made as of March 1, 2000 by each Merging Company, and the Merging Company's Shareholders (only those shareholders included in the defined term "Shareholders"), to the other Merging Company(s) and its/their shareholders (not including just those shareholders included in the defined term "Shareholders"); provided, however, that, notwithstanding whether any representation or warranty is made only to the knowledge of a Merging Company, all representations and warranties of any Shareholder, unless otherwise specifically identified below, are made only to the best knowledge of the Shareholder (the representation and warranty of the Shareholder is to the knowledge of the Shareholder as to the facts presented in the representation and warranty, and is not as to just the knowledge of the Merging Company as to those facts). These representations, warranties and indemnities are subject to any limitations and qualifications or other disclosures contained in the corresponding sections of the Disclosure Schedule of the particular Merging Company and its Shareholders, attached hereto as EXHIBITS 3. A breach of a representation or warranty of a Shareholder of a Merging Company will be deemed also to be a breach of that representation or warranty by the Merging Company.
