REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SELLING SUBSIDIARIES. Except as disclosed in the schedules (as referred to below) to the written statement delivered by the Seller and the Selling Subsidiaries to the Purchaser at or prior to the execution of this Agreement (the "Seller Disclosure Schedule"), which is hereby incorporated herein by reference and made a part hereof, the Seller and each of the Selling Subsidiaries, jointly and severally, represent and warrant to the Purchaser, which representations and warranties shall be true, correct and complete as of the date hereof and as of the Closing Date as follows:
