REPRESENTATIONS AND WARRANTIES ONKYO AMERICA AND OF THE SELLERS. As a material inducement to the Buyer to enter into this Agreement and all other agreements and documents executed by the Buyer in connection with this Agreement and to consummate the transactions contemplated hereby and such related agreements, Onkyo America and the Sellers hereby jointly and severally represent and warrant to the Buyer as follows, which representations and warranties are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (all representations and warranties by the Sellers are "to the knowledge of the Sellers" as that term is defined in Section 5.27):
