REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SIGNIFICANT SHAREHOLDERS. 2.1 Subsidiaries; Organization and Related Matters 4 2.2 Capitalization 5 2.3 Financial Statements; Contingencies 5 2.4 No Material Adverse Changes 6 2.5 Tax and Other Returns and Reports 6 2.6 Material Contracts 8 2.7 Property 9 2.8 Authorization; No Conflicts 9 2.9 Actions and Orders 11 2.10 Dividends and Other Distributions 11 2.11 Insurance 11 2.12 Compliance with Law 12 2.13 Employee Benefits 13 2.14 Certain Interests 15 2.15 Bank Accounts, Powers, etc. 15 2.16 No Brokers or Finders 15 2.17 Intangible Property 16 2.18 Receivables 17 2.19 Customers and Suppliers 17 2.20 Certain Payments 17 2.21 Employees 18 2.22 Disclosure 18 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF BUYER 3.1 Organization and Related Matters 19 3.2 Authorization 19 3.3 Approvals 19 3.4 No Conflicts 19 3.5 No Brokers or Finders 19 3.6 Legal Proceedings 19 3.7 Merger Sub 20 3.8 Available Funds 20 3.9 SEC Reports 20 ARTICLE IV - COVENANTS RELATING TO THE PERIOD ENDING WITH THE CLOSING
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SIGNIFICANT SHAREHOLDERS. Company and the Significant Shareholders, jointly and severally, represent, warrant and agree as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SIGNIFICANT SHAREHOLDERS. All of the representations and warranties of Company and the Significant Shareholders in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate as of the date of this Agreement, and all such representations and warranties, other than the representation and warranty in Section 2.4(a), must be accurate in all material respects as of the Closing Date as if made on the Closing Date, without giving effect to any disclosures after the date of this Agreement. It is understood that if there has been a material adverse change or effect of the kind described in Section 2.4(a) after the date of this Agreement, other than as a result of an adverse change or event triggered by third party actions taken in response to the Transactions, it will be subject to a claim for indemnification under Section 8.3(a) and will not give rise to a failure of a condition to Buyer's obligations to complete the Closing.
