REPRESENTATIONS AND WARRANTIES OF LIVANOVA AND THE ASSET. SELLERS LivaNova and each Asset Seller, where applicable, hereby represents and warrants to Purchaser, as of the date hereof and, after giving effect to the Restructuring, as of the Initial Closing Date, that, except (a) for any information related to the Business set forth in the reports of XxxxXxxx publicly available and filed with or furnished to the Securities and Exchange Commission after January 1, 2017 and prior to the date hereof (including exhibits and other information incorporated by reference therein, but excluding any risk factor or forward-looking disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly nonspecific or predictive, cautionary or forward-looking) or (b) as set forth in the disclosure schedules delivered by XxxxXxxx to Purchaser concurrently with the execution of this Agreement (the “Disclosure Schedule”) (provided that any disclosure in a section or subsection of the Disclosure Schedule shall apply only to the corresponding section or subsection of this Article III, as well as to matters represented or warranted in such other sections or subsections of this Article III with respect to which it is reasonably apparent on the face of such disclosure that such disclosure applies or qualifies).
