REPRESENTATIONS AND WARRANTIES OF STONEPATH AND SELLER. 8 3.1 Organization, Qualification and Status............................ 9 3.2
REPRESENTATIONS AND WARRANTIES OF STONEPATH AND SELLER. As a material inducement to Purchaser to execute this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby, Stonepath and Seller severally, but not jointly, hereby represent to the Purchaser that each of the following representations and warranties are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date, except as otherwise set forth in written disclosure schedules (the "Stonepath's Schedules") delivered to Purchaser pursuant to this Article III, a copy of which is attached to this Agreement as Exhibit B; provided, that except where another specific date is specified in this Article III, the following representations and warranties only speak to matters occurring after March 5, 2002, and neither Seller nor Stonepath will have liability hereunder for any matters that occurred prior to such date. Stonepath's Schedules are numbered to correspond to the various sections of this Article III setting forth certain exceptions to the representations and warranties contained in this Article III and certain other information required by this Agreement; provided, however, that any information disclosed in any section of Stonepath's Schedules shall be deemed to be disclosed and incorporated in any other part of Stonepath's Schedules, and shall modify and except the representations and warranties applicable thereto, where such incorporation is reasonable under the circumstances. Stonepath and Seller will assign to Purchaser any and all representations and warranties and rights of action of Stonepath concerning the Company against the former shareholders of Global Transportation Services, Inc. for matters prior to March 5, 2002.
