REPRESENTATIONS AND WARRANTIES OF DCS AND THE STOCKHOLDERS. As an inducement to Vertex to enter into this Agreement, DCS and each Stockholder hereby makes, jointly and severally, as of the date hereof and as of the Closing Date, the following representations and warranties to Vertex:
REPRESENTATIONS AND WARRANTIES OF DCS AND THE STOCKHOLDERS. As a material inducement to Datalink to enter into this Agreement and to consummate the transactions contemplated hereby, DCS and each of the Stockholders jointly and severally hereby make to Datalink each of the representations and warranties set forth in this Section 5. Certain exceptions to such representations and warranties are set forth on the Schedule of Exceptions attached hereto as Exhibit 5(a) and incorporated herein. Any matter which would constitute a breach of such representations and warranties shall not constitute a breach if it is set forth under the appropriate heading on the Schedule of Exceptions; provided, however, that disclosure of such a matter on the Schedule of Exceptions shall not relieve the Stockholders of their indemnification obligations regarding such matter under Section 7.2 hereof if so indicated on Exhibit 5(b), the Schedule of Indemnifiable Exceptions.
