REPRESENTATIONS AND WARRANTIES OF HOLDINGSAND MERGER SUB. 34 4.1 Organization and Authority of Holdings and Merger Sub 34 4.2 No Conflicts; Consents 35 4.3 Tax Status of Holdings 35 4.4 No Prior Merger Sub Operations 35 4.5 Brokers 35 4.6 Legal Proceedings 35 ARTICLE V COVENANTS 35 5.1 Conduct of Business Prior to the Closing 35 5.2 Access to Information 36 5.3 No Solicitation of Other Bids 36 5.4 Stockholders Consent 37 5.5 Notice of Certain Events 37 5.6 Resignations 38 5.7 Governmental Approvals and Consents 38 5.8 Directors’ and Officers’ Indemnification and Insurance 39 5.9 Closing Conditions 40 5.10 Public Announcements 40 5.13 PPP Loan Cooperation/Record Retention 40 5.11 Further Assurances 41 ARTICLE VI TAX MATTERS 41 6.1 Tax Covenants 41 6.2 Termination of Existing Tax Sharing Agreements 41 6.3 Tax Indemnification 41 6.4 Tax Returns 42 6.5 Straddle Period 43 6.6 Contests 43
REPRESENTATIONS AND WARRANTIES OF HOLDINGSAND MERGER SUB. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules Holdings and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct as of the date hereof.
