Representations and Warranties of Buyer. Buyer hereby warrants and represents:

The Buyer represents and warrants to the Company and the Shareholders as follows:

On the date hereof and on the Closing Date, Buyer makes the following representations and warranties as to itself, to Seller:

SECTION # REPRESENTATIONS AND WARRANTIES OF BUYER

Article # REPRESENTATIONS AND WARRANTIES CONCERNING BUYER........................42

Representations and Warranties of the Buyer 13

Representations and Warranties of the Sellers. The representations and warranties of the Sellers to the Buyer are as set forth in this Section 4.

any misrepresentation in or breach or inaccuracy of # Buyer Fundamental Representations or # the other representations and warranties of Buyer set forth in this Agreement; or

The representations and warranties of Buyer contained in this Agreement (whether or not contained in Article 5), other than the representations and warranties set forth in [Section 5.1] (Organization), [Section 5.2] (Authority) and [Section 5.4] (Brokers) (the “Buyer Fundamental Representations”), shall survive the Closing until the General Survival Expiration Date at which time such representations shall terminate and thereafter be of no force and effect. The Buyer Fundamental Representations shall survive the Closing indefinitely.

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.