REPRESENTATIONS AND WARRANTIES OF ADAYTUM. 8 3.1 Organization, Standing and Power; Subsidiaries 8 3.2 Capital Structure 9 3.3 Authority 10 3.4 Compliance with Laws and Other Instruments; Non-Contravention 10 3.5 Technology and Intellectual Property Rights 11 3.6 Financial Statements; Business Information 13 3.7 Taxes 14 3.8 Absence of Certain Changes and Events 16 3.9 Leases in Effect 18 3.10 Personal Property; Real Estate 18 3.11 Certain Transactions 18 3.12 Litigation and Other Proceedings 19 3.13 No Defaults 19 3.14 Major Contracts 19 3.15 Material Reductions 21 3.16 Insurance and Banking Facilities 21 3.17 Employees 21 3.18 Employee Benefit Plans 22 3.19 Certain Agreements 22 3.20 Guarantees and Suretyships 22 3.21 Brokers and Finders 23 3.22 Certain Payments 23 3.23 Environmental Matters 23 3.24 Enforceability of Contracts, etc 23 3.25 Disclosure 24 3.26 Net Working Capital 24 3.27 Reliance 24 ARTICLE IV. RESERVED 24
REPRESENTATIONS AND WARRANTIES OF ADAYTUM. Except as set forth in the disclosure schedule of Adaytum dated as of the date hereof and delivered herewith to Parent (the “Adaytum Disclosure Schedule”) which identifies the section and subsection to which each disclosure therein relates, and whether or not the Adaytum Disclosure Schedule is referred to in a specific section or subsection, Adaytum represents and warrants to Parent, US Sub and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF ADAYTUM. The representations and warranties of Adaytum set forth in this Agreement will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (i) as otherwise contemplated by this Agreement, (ii) as a result of actions taken or not taken at the direction of or after consultation with and written concurrence of Parent or US Sub and (iii) for representations and warranties specifically limited to an earlier date(s). US Sub will have received a certificate signed by the chief executive officer and the chief financial officer of Adaytum to such effect on the Closing Date.
