REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EACH OF THE STOCKHOLDERS. The Company and each Stockholder, jointly and severally, represents and warrants to Magellan and ProHealth that the following representations and warranties are true and correct on the date hereof and on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EACH OF THE STOCKHOLDERS. Subject to such exceptions as are specifically disclosed in the Disclosure Schedule, the Company and each of the Stockholders hereby represent and warrant to Buyer, on a several basis, that the following statements are true and correct with respect to the Company and each Subsidiary of the Company (Buyer acknowledging that the only representations and warranties made or given by the Company and the Stockholders in favour of Buyer are those contained in Article III and Article IV hereof). The parties agree and acknowledge however that notwithstanding any provision to the contrary, any representation or warranty included in this Article IV which clearly results from or applies to RudolfCo and/or LudwigCo, as predecessors of the Company pursuant to the Amalgamation, shall only be made and given by Xxxxxx Xxxxx and Xxxxxx Xxxxx Family Trust (as to RudolfCo) and by Xxxxxx Xxxxx and Xxxxxx Xxxxx Family Trust (as to LudwigCo), and that any indemnification relating thereto shall be subject to Section 8.5(a).
