REPRESENTATIONS AND WARRANTIES OF HSCC AND MERGERSUB. 32 Section 5.1. HSCC and Mergersub. 32 Section 5.2. HSCC. 33 ARTICLE VI. COVENANTS AND AGREEMENTS 35 Section 6.1. General. 35 Section 6.2. Notices and Consents. 35 Section 6.3. Regulatory Matters and Approvals. 36 Section 6.4. Operation of Business. 36 Section 6.5. Full Access. 37 Section 6.6. Notice of Developments. 37 Section 6.7. Exclusivity. 37 Section 6.8. Continuity of Business Enterprise. 37 Section 6.9. Subsidiary Distributions. 38 Section 6.10. Services Agreement. 38 Section 6.11. Taxes. 38 Section 6.12. Non-Competition. 38 Section 6.13. No Competing Interests. 39 Section 6.14. Confidentiality. 39 Section 6.15. Remedies. 40 Section 6.16. Covenants in Connection with the Preferred Stock. 41 Section 6.17. Acquisition of Polimatrix. 41 Section 6.18. HSCC Board and Officer Appointment 41 ARTICLE VII. THE CLOSING 41 Section 7.1. The Closing. 41 Section 7.2. Actions at the Closings. 42 Section 7.3. Conditions to Obligation of HSCC with respect to the Merger and the Purchase of the Purchaser Preferred Shares. 42
REPRESENTATIONS AND WARRANTIES OF HSCC AND MERGERSUB. HSCC and Mergersub, jointly and severally, on the one hand, and Alpine, on the other hand, severally and not jointly, represent and warrant to the Company that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article V. Neither HSCC and Mergersub, on the one hand, nor Alpine, on the other hand, shall have any indemnity liability hereunder based on the inaccuracy, untruthfulness or breach of any representation or warranty of the other.
