REPRESENTATIONS AND WARRANTIES OF VANISHING POINT. Vanishing Point hereby represents and warrants to LightTouch and Acquisition Corp as set forth below. None of such representations and warranties shall be deemed waived, and each shall be effective, regardless of any due diligence or investigation that may have been made at any time by or on behalf of LightTouch and Acquisition Corp or any prior knowledge by or on the part of LightTouch and Acquisition Corp or their respective directors, officers, employees or agents. Any exceptions to such representations and warranties shall be disclosed on the written disclosure schedule dated the date hereof and delivered by Vanishing Point to LightTouch (the "VANISHING POINT DISCLOSURE SCHEDULE") and shall make explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty to which such exception shall apply. Except to the extent that the context clearly indicates otherwise, the representations and warranties regarding Vanishing Point shall also be deemed to be representations and warranties regarding each subsidiary of Vanishing Point and the business, assets, material contracts, and liabilities of each of them.
