REPRESENTATIONS AND WARRANTIES OF CME GROUP. 28 Section 5.1 Corporate Existence and Power 28 Section 5.2 Authorization; No Contravention 29 Section 5.3 Governmental Authorization; Third Party Consents 29 Section 5.4 Binding Effect 29 Section 5.5 Litigation 29 Section 5.6 Compliance with Laws; Permits 30 Section 5.7 Capitalization 30 Section 5.8 SEC Documents; Financial Statements; Undisclosed Liabilities 31 Section 5.9 No Material Adverse Change 31 Section 5.10 Taxes 31 Section 5.11 Regulatory Matters 32 Section 5.12 Broker’s, Finder’s or Similar Fees 32 ARTICLE VI COVENANTS 32 Section 6.1 Commercially Reasonable Efforts 32 Page Section 6.2 Regulatory Approvals 32 Section 6.3 Publicity 34 Section 6.4 Director Designation Rights 34 Section 6.5 Termination of Designation Rights 35 Section 6.6 Amendment to Master Agreement 37 Section 6.7 Ownership of Intellectual Property 37 Section 6.8 Standstill 38 Section 6.9 Strategic Product Reports 38 Section 6.10 Tax Cooperation 39 Section 6.11 Disclosure Schedules 39 Section 6.12 Rescission 39
REPRESENTATIONS AND WARRANTIES OF CME GROUP. Except as otherwise specifically disclosed or identified in the CME Group SEC Documents filed since December 31, 2008 (excluding any risk factor disclosure contained in the CME Group SEC Documents and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are predictive or forward-looking in nature) or in the disclosure schedules (the “CME Group Disclosure Schedules”) delivered to BVMF by CME Group prior to the execution of this Agreement (with specific reference to the representations and warranties in this Article V to which the information in such letter relates), CME Group represents and warrants to BVMF as follows:
REPRESENTATIONS AND WARRANTIES OF CME GROUP. Each of the representations and warranties of CME Group set forth in this Agreement, in each case, made as if none of such representations and warranties contained any qualifications or limitations as to “materiality” or “material adverse effect,” shall be true and correct, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made does not have and is not, individually or in the aggregate, reasonably expected to have a material adverse effect on the Condition of CME Group. BVMF shall have received a certificate of the chief executive officer or the chief financial officer of CME Group to such effect.
