REPRESENTATIONS AND WARRANTIES OF BEMIS. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to Amcor by Bemis at the time of entering into this Agreement (the “Bemis Disclosure Letter”) (it being understood that any disclosure set forth in one section or subsection of the Bemis Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure) or as disclosed in the Bemis SEC Documents filed or furnished with the SEC since January 1, 2016 (including exhibits and other information incorporated by reference therein) and publicly available prior to the date hereof (but excluding any forward-looking disclosures set forth in any “risk factors” section, any disclosures in any “forward-looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature), Bemis hereby represents and warrants to Amcor, Merger Sub and New Holdco as follows:
REPRESENTATIONS AND WARRANTIES OF BEMIS. 13 Section 3.1 Qualification, Organization, etc. 14 Section 3.2 Capitalization. 14 Section 3.3 Corporate Authority Relative to this Agreement; No Violation 16 Section 3.4 Reports and Financial Statements 17 Section 3.5 Internal Controls and Procedures 18 Section 3.6 No Undisclosed Liabilities 18 Section 3.7 Compliance with Laws; Permits 19 Section 3.8 Environmental Laws 19 Section 3.9 Employee Benefit Plans 20 Section 3.10 Absence of Certain Changes or Events 22 Section 3.11 Investigation; Litigation 23 Section 3.12 Tax Matters 23 Section 3.13 Labor Matters 24 Section 3.14 Intellectual Property 25 Section 3.15 Real Property 26 Section 3.16 Opinion of Financial Advisor 27 Section 3.17 Required Vote; Takeover Statutes 27 Section 3.18 Material Contracts 28 Section 3.19 Insurance 30 Section 3.20 Finders and Brokers 30 Section 3.21 FCPA and Anti-Corruption 30 Section 3.22 Sanctions 31 TABLE OF CONTENTS (continued) Page Section 3.23 Export and Import Matters 31 Section 3.24 No Other Representations 31 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF AMCOR 32 Section 4.1 Qualification, Organization, etc. 32
