REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE VOTING SHAREHOLDERS. Except as is otherwise set forth with appropriate section references in the Company Disclosure Memorandum attached as Exhibit 2 (the "Company Disclosure --------- ------------------ Memorandum"), each of which exceptions shall specifically identify or ---------- cross-reference the provision of this Article 2 to which such exception relates, and which shall constitute in its entirety a representation and warranty under this Article 2, and in order to induce Purchaser to enter into and perform this Agreement, and the other agreements, certificates and questionnaires that are required to be completed and executed pursuant to this Agreement (collectively, the "Operative Documents"), the Company and the Voting Shareholders represent ------------------- and warrant to Purchaser as of the date of this Agreement and, if different, as of the Closing Date as follows in this Article 2.
