REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. Except as set forth in the Disclosure Schedules prepared by the Seller and the Seller Parent and delivered by the Seller and the Seller Parent to the Buyer prior to the execution and delivery of this Agreement and attached hereto (the "SELLER DISCLOSURE SCHEDULE") (each of which disclosures shall indicate the Section and, if applicable, the Subsection of this Article III to which it relates and each of which disclosures shall also be deemed to be representations and warranties made by the Seller and the Seller Parent to the Buyer under this Article III), the Seller and the Seller Parent, jointly and severally, represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. Each Seller Constituent and the Seller Parent, jointly and severally, represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. The Seller, with respect to the Seller and any Person other than the Seller Parent, represents and warrants to the Purchaser as set forth in Sections 4.1(a) through 4.1(w) and the Seller Parent, only with respect to the Seller Parent, separately and not jointly with the Seller or any other Person, represents and warrants to the Purchaser as set forth in Sections 4.1(a) through 4.1(w) (it being agreed by the Parties that the words "separately, and not jointly" mean that only the Seller and not the Seller Parent is responsible to the Purchaser for the representations and warranties pertaining to any Person other than the Seller Parent, and that only the Seller Parent (and not the Seller) is responsible to the Purchaser for the representations and warranties pertaining to the Seller Parent):
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. The Seller and the Seller Parent jointly and severally represent and warrant to the Purchaser and the Purchaser Parent that the representations and warranties contained in this Article 5 are true and accurate as of the date hereof, and will be true and accurate as at the Closing Date, in each case, or such other date that is specifically provided in this Article 5. Disclosures made in the Schedules referred to in this Article 5 in respect of any specific representation and warranty shall be deemed an exception to other representations and warranties under this Agreement, even if not specifically referenced therein, if and to the extent that the same constitutes a Fair Disclosure to a Representation and Warranty in respect of such other representations and warranties. The Seller Parent and the Seller shall be permitted to update the Schedules referred to in this Article 5 to reflect only events occurring after the date hereof but prior to the Closing Date, by delivery of such updated Schedule to the Purchaser Parent at least three (3) Business Days prior to the Closing Date. Any such updated Schedule referred to in this Article 5 shall be for information purposes only and shall thus be disregarded (i) for the purposes of determining the accuracy of the underlying representations and warranties for the purposes of Section 7.1(i) hereof, and (ii) for the purposes of determining the satisfaction of the condition precedent in Section 4.2(iii). Notwithstanding the foregoing, if (x) prior to the Closing Date the Seller or the Seller Parent shall deliver to the Purchaser an updated Schedule together with notice that in the Seller Parent's reasoned and good faith opinion the events disclosed in such updated Schedule constitute a Material Adverse Effect and (y) nevertheless, the Purchaser and the Purchaser Parent pursue and consummate the Closing, then such updated Schedule shall not be so disregarded as provided in sub-paragraph (i) above and thus the facts set forth in such updated Schedule shall be deemed to be disclosed in connection with the relevant representation(s) and warranty(ies) set forth in Article 5 for the purposes of Section 7.1(i) hereof. For the avoidance of doubt, all representations and warranties set forth in this Article 5 with respect to the Group Companies (or any Group Company) shall apply to Socla GmbH and/or bar-pneumatische Steuerungssysteme GmbH, as the successor in interest of Socla GmbH.
