Representations, Warranties and Covenants of Majority UGE Shareholders. (1) Each of the Majority UGE Shareholders, and UGE, represent and warrant to Way, jointly and severally, as follows, and confirm that where a representation and warranty contained herein is stated to be made in accordance with the knowledge of UGE and the Majority UGE Shareholders, such representation and warranty shall be deemed to be made to the best knowledge of UGE and the Majority UGE Shareholders, as the case may be. Each of the Majority UGE Shareholders and UGE confirm that Way is entitled to rely upon the accuracy of each of such representations and warranties in connection with the exchange of the Exchanged UGE Shares and the completion of the other transactions hereunder, and that the following representations and warranties are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which it is presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading.
