Representations of the Company and the Founders. Except as disclosed by the Company in Exhibit C hereto, the Founders, to their Knowledge, and the Company hereby represent and warrant to the Purchaser that the statements contained in this Section 3 are complete and accurate as of the date of this Agreement. Exhibit C shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 3, and the disclosures in any section or subsection of Exhibit C shall qualify only the corresponding section or subsection of this Section 3, unless otherwise specified. For purposes of this Agreement, an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter. A Person other than an individual will be deemed to have “Knowledge” of a particular fact or other matter if (i) any individual who is serving, or who has at any time served, as a director, manager, officer, partner, member, executor, trustee, or similar position of such person or a subsidiary of such Person (or in each case any similar capacity); or (ii) any employee who is charged with responsibility for a particular area of the operations of such person (i.e. an employee in the environmental section with respect to knowledge of environmental matters), has, or at any time had, Knowledge of such fact or other matter.
Representations of the Company and the Founders. Each of the Company ----------------------------------------------- and the Founders severally, but not jointly, represent and warrant to the Investor that to its knowledge, the terms of the Certificates of Designation of the Preferred Stock set forth as Exhibit A to the Asset Purchase Agreement do --------- not materially conflict with the Articles of Incorporation, the By-Laws, or any other instrument or agreement to which any of the Company or the Founders are parties or with respect to which any of them are bound.
