REPRESENTATIONS AND WARRANTIES OF ACQUIREE AND THE ACQUIREE SHAREHOLDERS. The Acquiree and Acquiree Shareholders as a material inducement to RCM to enter into this Agreement and consummate the transactions contemplated hereby, make the following representations and warranties to RCM (except that Xxxxx Xxxx and Xxxxx Xxxx make the representations and warranties contained in Sections 3.1, 3.9, 3.16, 3.17 and 3.18 only, and make no other representations and warranties contained in this Article 3)which representations and warranties are true and correct in all material respects on this date and will be true and correct in all material respects on the Closing Date as though made on and as of such date. All of the following representations and warranties of Acquiree and Acquiree Shareholders are qualified by matters which, individually or in the aggregate with respect to such representation or warranty, would not have a material adverse effect on the business or financial condition of Acquiree as a whole. An item contained in any of the Schedules to this Agreement is deemed disclosed with respect to all representations and warranties. Disclosure of items that are not strictly called for by the Agreement shall not imply that such information is material or that the inclusion establishes or implies a standard of materiality.
REPRESENTATIONS AND WARRANTIES OF ACQUIREE AND THE ACQUIREE SHAREHOLDERS. The Acquiree and the Acquiree Shareholders, in accordance with their respective Shareholder Percentages, as a material inducement to RCM to enter into this Agreement and consummate the transactions contemplated hereby, make the following representations and warranties to RCM which representations and warranties are true and correct in all material respects on this date, and will be true and correct in all material respects on the Closing Date as though made on and as of such date.
