REPRESENTATIONS AND WARRANTIES OF AI AND THE MEMBERS. 2 § 2.01 Organization and Qualification 2 § 2.02 Corporate Power; Binding Effect 3 § 2.03 Foreign Qualification 3 § 2.04 Subsidiaries 3 § 2.05 Capitalization 3 § 2.06 Financial Condition 3 § 2.07 Absence of Certain Changes 4 § 2.08 Properties, Leases, Etc 5 § 2.09 Indebtedness 5 § 2.10 Absence of Undisclosed Liabilities 6 § 2.11 Tax Matters 6 § 2.12 Litigation and Claims 6 § 2.13 Safety, Zoning, and Environmental Matters 6 § 2.14 Material Contracts 7 § 2.15 Employees; Labor Relations; Benefit Plans 8 § 2.16 Potential Conflicts of Interest 9 § 2.17 Patents, Trademarks, Business Name 10 § 2.18 Insurance 10 § 2.19 Governmental and Other Third-Party Consents 11 § 2.20 Employment of Officers, Employees 11 § 2.21 Compliance with Other Instruments, Laws, Etc 11 § 2.22 Compliance with Securities Laws 11 § 2.23 Questionable Payments 11 § 2.24 Brokers 11 § 2.25 Investment Representations 12 § 2.26 Disclosure 12 ARTICLE III. INDEMNIFICATION 12 § 3.01 Indemnity Against Liabilities 12 § 3.02 Indemnification Procedure 13 § 3.03 Survival 14 ARTICLE IV. CLOSING DELIVERABLES TO WINSONIC 14 § 4.01 [Intentionally Omitted.] 14 § 4.02 Financial Statements from AI’s Accounting Firm 14 § 4.03 Other Closing Documents 15 § 4.04 Review of Proceedings 15 § 4.05 No Legal Action 15 § 4.06 No Governmental Action 15 § 4.07 Inventory 15 TABLE OF CONTENTS (continued) Page § 4.08 [Intentionally Omitted.] 15 § 4.09 [Intentionally Omitted.] 15 § 4.10 Personnel 15 § 4.11 Releases 16 § 4.12 [Intentionally Omitted.] 16 § 4.13 [Intentionally Omitted.] 16 § 4.14 [Intentionally Omitted.] 16 § 4.15 Corporate Records 16 § 4.16 Member Approval 16 § 4.17 [Intentionally Omitted.] 16
REPRESENTATIONS AND WARRANTIES OF AI AND THE MEMBERS. In order to induce WinSonic to enter into this Agreement and to consummate the Acquisition, AI and the Members jointly and severally represent and warrant as of the Closing Date to WinSonic as follows, subject in each case to such exceptions as are set forth in the attached “The Automated Interiors Disclosure Schedule” in the section thereof numbered and captioned to correspond to the specific representation or warranty to which such exception relates:
