REPRESENTATIONS AND WARRANTIES OF MAI. MAI hereby represents and warrants to the DHS Holders as follows:
REPRESENTATIONS AND WARRANTIES OF MAI. MAI represents and warrants to PICM that the statements contained in this Section 6 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date was substituted for the date of this Agreement throughout this Section 6), except (i) as set forth in the disclosure schedule delivered by MAI to PICM on the date hereof and initialed by the parties (the "MAI Disclosure Schedule"), or (ii) for any changes to the MAI Disclosure Schedule that are disclosed by MAI to PICM in accordance with Section 8.6(a), or (iii) to the extent such representations and warranties speak as of an earlier date. Nothing in the MAI Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the MAI Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The MAI Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 6; provided (i) that each exception set forth in the MAI Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the MAI Disclosure Schedule corresponding to a Section in this Section 6, (ii) that no such exception is required to be set forth in the MAI Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 8.10(c), and (iii) the mere inclusion of an exception in MAI Disclosure Schedule shall not be deemed an admission by MAI that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change.
