REPRESENTATIONS AND WARRANTIES OF CCG AND STOCKHOLDERS. 11 5.1. Stockholders..................................................11 5.2. Restricted Shares to be Issued................................11 5.3. Organization..................................................12 5.4. Capitalization................................................12 5.5. Reorganization and Securities Related Representations.........13 5.6. Authority Relative to this Agreement..........................14 5.7. Noncontravention by Stockholders..............................14 5.8. Approvals and Consents; Noncontravention......................14 5.9. Articles of Incorporation and Bylaws..........................15 5.10. Financial Statements...........................................15 5.11. No Undisclosed Material Liabilities............................16
REPRESENTATIONS AND WARRANTIES OF CCG AND STOCKHOLDERS. CGC and each of the Stockholders, individually and neither jointly nor severally, represents and warrants to Emerald, except as disclosed in this Agreement or in the case of any representation qualified by its terms to a particular schedule ("Schedule") of CGC attached hereto ("CGC Schedule") such specific CGC Schedule, that the statements made in this Article V will be correct and complete at the Effective Time provided, however, if there is no Effective Time, then no party shall be liable for any inaccuracy. For purposes of this Article V, each and every reference to CGC shall mean and include CGC and each company which is a subsidiary of CGC at the Effective Time ("CGC Subsidiary") unless otherwise indicated. Each representation and warranty made by CGC and the Stockholders relating to CGC, shall be deemed to be a representation and warranty made by CGC and the Stockholders for each CGC Subsidiary, except to the extent that a specific representation or warranty does not relate to the existence, assets, liabilities or operations of such CGC Subsidiary, and that the term CGC taken as a whole shall mean CGC and all of its Subsidiaries.
