REPRESENTATIONS AND WARRANTIES OF CHECK. CAP 58 5.1 Due Organization; Subsidiaries 58 5.2 Organizational Documents 58 5.3 Authority; Binding Nature of Agreement 58 5.4 Vote Required 59 5.5 Non-Contravention; Consents 59 5.6 Capitalization 60 5.7 SEC Filings; Financial Statements 62 5.8 Absence of Changes 63 5.9 Absence of Undisclosed Liabilities 63 5.10 Title to Assets 63 5.11 Real Property; Leasehold 64 5.12 Intellectual Property 64 5.13 Privacy and Data Security 66 5.14 Agreements, Contracts and Commitments 67 5.15 Compliance; Permits; Restrictions 67 5.16 Legal Proceedings; Orders 67 5.17 Tax Matters 68 5.18 Employee and Labor Matters; Benefit Plans 71 5.19 Environmental Matters 74 5.20 Insurance 74 5.21 Financial Advisors 74 5.22 Transactions with Affiliates 74 5.23 Shell Status 75 5.24 Foreign Private Issuer 75 5.25 No Other Representations or Warranties 75
REPRESENTATIONS AND WARRANTIES OF CHECK. CAP. 41 5.1 Due Organization; Subsidiaries. 41 5.2 Organizational Documents. 42 5.3 Authority; Fairness; Binding Nature of Agreement. 42 5.4 Vote Required. 42 5.5 Non-Contravention; Consents. 42 5.6 Capitalization. 43 5.7 SEC Filings; Financial Statements. 45 5.8 Absence of Changes. 47 5.9 Absence of Undisclosed Liabilities. 47
