REPRESENTATIONS AND WARRANTIES OF CIGARETTE. 3 Section 3.2 Cigarette Subsidiaries and Joint Ventures. ..........4 Section 3.3 Cigarette Capital Structure. ........................4 Section 3.4 Authority; No Conflict; Required Filings and Consents..............................................5 Section 3.5 SEC Filings; Financial Statements.....................6 Section 3.6 Absence of Undisclosed Liabilities. .................7 Section 3.7 Absence of Certain Changes or Events..................7 Section 3.8 Taxes.................................................7 Section 3.9 Properties............................................8 Section 3.11 Agreements, Contracts and Commitments. ..............9 Section 3.12 Litigation. .........................................9 Section 3.13
REPRESENTATIONS AND WARRANTIES OF CIGARETTE. Cigarette represents and warrants to Alchemy and Merger Sub that the statements contained in this Article III are true and correct, except (i) in the case of the representations and warranties in Sections 3.1, 3.2, 3.4(b), 3.5 through 3.14 and 3.16, where the failure to be true and correct would not, either individually or in the aggregate, have a Cigarette Material Adverse Effect (as defined below), or (ii) as set forth on the disclosure schedule attached hereto(the "Cigarette Disclosure Schedule"). When used in connection with Cigarette or any of its Subsidiaries, if any, the term "
REPRESENTATIONS AND WARRANTIES OF CIGARETTE. Cigarette represents and warrants to Alchemy and Merger Sub that the statements contained in this Article III are true and correct, except (i) as disclosed or incorporated by reference in the Cigarette SEC Reports (as defined in Section 3.5(a)) filed prior to this Agreement; (ii) in the case of the representations and warranties in Sections 3.1, 3.2, 3.4(b), 3.5 through 3.14 and 3.16, where the failure to be true and correct would not, either individually or in the aggregate, have a Cigarette Material Adverse Effect (as defined below), or (iii) as set forth on the disclosure schedule delivered by Cigarette to Alchemy prior to execution of this Agreement (the "Cigarette Disclosure Schedule"). When used in connection with Cigarette or any of its Subsidiaries, if any, the term "
