Common use of REPRESENTATIONS AND WARRANTIES OF THE BUYER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in the Disclosure Schedulethough made then).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller and the Shareholders that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller Sellers that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller Sellers that each of the statements contained in this Section 3 are 3.2 is true and correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 §3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Shareholders that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Entities that except as set forth in the Buyer Disclosure Letter, the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedulehereof.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleAgreement.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Entities that except as set forth in the Disclosure Schedule, the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedulehereof.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant warrants to the Seller Sellers that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Company and the Shareholder that the statements contained in this Section 3 3.3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.3), except as set forth in the Disclosure ScheduleAnnex III attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleAnnex III attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 §3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b)), except as set forth in the Disclosure ScheduleSchedule attached hereto. The statements contained in the Disclosure Schedule are incorporated in the representations and warranties contained in this Section 3(b) by this reference.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller Sellers that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleSCHEDULE 3(b) attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 §3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers The Buyer represent and warrant to the Seller Sellers that the statements contained in this Section 3 paragraph 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this paragraph 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller Sellers that the statements contained in this Section 3 are is correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are true and correct and complete as of the date of this Agreement and will be true and correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller Sellers that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleSchedule 3(b) attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that each of the statements contained in this Section 3 are 3.2 is true and correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 Sec. 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Sec. 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in schedules corresponding to the lettered and numbered sections contained in this Section 3.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleSchedule 3(b).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.Date:

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete true as of the date of this Agreement and will be correct and complete true as of the Closing Date except (as set forth in the Disclosure Schedule.though made then and as

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.02 are correct and complete as of the date of this Agreement and will be correct and complete in all material respects as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.02).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the following statements contained in this Section 3 are correct true, accurate and complete as of the date of this Agreement Execution Date and will be correct and complete as of the Closing Date Date, except that the representations and warranties contained in paragraph (c) of this Section 3.1 shall be made only as set forth in of the Disclosure Schedule.Closing Date:

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Date, except as set forth in the disclosure schedule of the Buyer accompanying this Agreement (the “Buyer’s Disclosure Schedule”). The Buyer’s Disclosure Schedule will be arranged in paragraphs corresponding to the numbered paragraphs contained in this Section 3.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.Date:

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleEffective Date were substituted for the date of this Agreement throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 ss.3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Company that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Agreement, except as set forth in the Disclosure ScheduleAnnex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will shall be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents ------------------------------------------- and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.2), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 §3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(b)), except as set forth in the Disclosure ScheduleSchedule II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.2) except as set forth in Section 3.2 of the Disclosure ScheduleSchedules attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedulehereof.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made on the date thereof and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the disclosure schedule delivered by Buyer to Seller on the date hereof (the "Buyer's Disclosure Schedule").

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Entities that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedulehereof.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.2), except as set forth in Section 3.2 of the Disclosure ScheduleSchedules attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Target that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Entities that except as set forthin the Disclosure Schedule, the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedulehereof.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant -------------------------------------------- warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Agreement, except as set forth in the Disclosure ScheduleSchedule 3(b) attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are true and correct and complete as of the date of this Agreement and will be true and correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleAnnex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers and the Shareholders that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of execution of this Agreement and will be correct and complete as of the Effective Date and as of the Closing Date Date, except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Seller, the Shareholder, the Partnership and the Partner that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the applicable Closing Date except (as set forth in though made then and as though the Disclosure Scheduleapplicable Closing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that Shareholders and Eide xxxt the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 [section]3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this [section]3(b)), except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.02 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.02).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except unless such statements by their terms speak as set forth of an earlier date, in the Disclosure Schedulewhich case they shall be correct and complete as of such date.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant ------------------------------------------- warrants to the Seller that the statements contained in this Section 3 Section3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section3(b)), except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the disclosure schedule delivered by Buyer to Sellers on the date hereof (the "Buyer's Disclosure Schedule").

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Seller, the Corporation and the Shareholders that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer ------------------------------------------- represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except for the respective transaction contemplated by this Agreement (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 Article 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Article 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this 3(b)), except as set forth in the Disclosure Scheduleherein.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent and warrant to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement Agreement, and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers and the Shareholder that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in the Disclosure Schedule.though

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers and to NDE that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3 (b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer ------------------------------------------- represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3(b).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Agreement, except as set forth in the disclosure schedule delivered by Buyer to Sellers on the date hereof (the "Buyer's Disclosure Schedule").

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.Date. 3.1

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date was substituted for the date of this Agreement throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of execution of this Agreement and will be correct and complete as of the Effective Date and as of the Closing Date Date, except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent Each of Ambassadors and warrant the Buyer represents and warrants to the Seller that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section 3.2).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.2), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Date, except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Parent and the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this 3(b)), except as set forth in the Disclosure ScheduleAnnex II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 paragraph 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this paragraph 3(b)) and will remain correct and complete until such time as the Seller has received all of the consideration to which it is entitled hereunder as set forth in the Disclosure Schedule.paragraph 2:

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement Effective Date and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the Effective Date throughout this Section 3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 Section3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except (as set forth in though made then and as though the Disclosure ScheduleClosing Date were substituted for the date of this Agreement throughout this Section3(b)).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Sellers and Seller Entities that each of the statements contained in this Section 3 are 3.2 is true and correct and complete as of the date of this Agreement Effective Date and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.2) with respect to Buyer, except as set forth in the Disclosure ScheduleSchedule 3.2 attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleDate.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Agreement, except as set forth in the Disclosure ScheduleSchedule 3(b) attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the each Seller that the statements contained in this Section 3 3(b) are correct and complete as of the date of this Agreement Agreement, and will be correct and complete as of the Closing Date except as set forth in though made then and as though the Disclosure ScheduleClosing Date has been substituted for the date of this Agreement through this Section 3(b).

REPRESENTATIONS AND WARRANTIES OF THE BUYER. Buyers represent The Buyer represents and warrant warrants to the Seller Sellers that the statements contained in this Section 3 3.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in the Disclosure ScheduleAgreement.