REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS. 7 5.1 Capacity, Organization, Corporate Power and Licenses.........................................7 5.2 Capital Stock and Related Matters; Title to Shares...........................................8 5.3
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller and the Company hereby jointly and severally represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS. As a material inducement to Buyer and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, each of Sellers and the Company hereby jointly and severally represents and warrants to Buyer and Acquisition Sub, subject to the terms and conditions of Section 8.2 of the Communicor Acquisition Agreement, that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS. 15 3.1 Organization and Corporate Power 15 3.2 Authorization of Transactions 15 3.3 Capitalization 15 3.4 Subsidiaries; Investments 16 3.5 Absence of Conflicts; Consents 16 3.6 Financial Statements 16 3.7 Absence of Undisclosed Liabilities 16 3.8 Absence of Certain Developments 17 3.9 Title to Properties; Sufficiency of Assets 19 3.10 Accounts Receivable 20 3.11 Inventory 20 3.12 Taxes 20 3.13 Contracts and Commitments 22 3.14 Intellectual Property 24 3.15 Litigation; Proceedings 25 3.16 Brokerage 26 3.17 Governmental Licenses and Permits 26 3.18 Employees 26 3.19 Employee Benefit Plans 26 3.20 Insurance 28 3.21 Officers and Directors; Bank Accounts; etc. 28 3.22 Insider Transactions 28 3.23 Compliance with Laws 28 3.24 Environmental Matters 29 3.25 Product and Service Warranties 30 3.26 Products Liability; Recalls 30 3.27 Customers and Vendors 30 3.28 Indebtedness 31 3.29 No Acceleration of Rights or Benefits 31 Page 3.30 Names and Locations 31 3.31 Closing Date 31 3.32 Knowledge 31 ARTICLE IV REPRESENTATIONS AND WARRANTIES CONCERNING SELLERS 32 4.1 Authorization of Transactions 32 4.2 Absence of Conflicts 32 4.3 Brokerage 32 4.4 Shares 32 4.5 Closing Date 32
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS. With respect to Article V of the Agreement, any reference to Seller or Sellers does not include the Community Foundation of North Texas. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each of Sellers and the Company hereby jointly and severally represent and warrant to Buyer that:
