REPRESENTATIONS AND WARRANTIES OF THE COMPANY, MERRY CIRCLE AND THE. FOUNDER PART I The Company represents and warrants to Aegis the following as of the date of this Agreement, and such representations and warranties shall be deemed to be made as of the Closing Date (if different from the date of this Agreement), except as set forth on the Disclosure Schedule attached hereto as Schedule 5 (the “Disclosure Schedule”), which exceptions shall be deemed to modify the representations and warranties hereunder; provided that each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date on which such representation or warranty is deemed to be made (except that, for the avoidance of doubt, any representation or warranty that is expressed to be made by reference to the facts and circumstances existing as at a specific date shall be made by reference to the facts and circumstances existing as at such specific date); provided further, that the Disclosure Schedule shall be updated and delivered to Aegis at least three (3) Business Days before the Closing Date to reflect any new fact, circumstance or occurrence between the date hereof and the Closing Date but any such update shall not be deemed to have modified any representation or warranty made under this Part I of Article III.
