REPRESENTATIONS AND WARRANTIES OF ORTHALLIANCE. 11 4.1. Corporate Organization.........................................................................11 4.2. Authorization; Binding Agreement...............................................................11 4.3. Consents and Approvals.........................................................................12 4.4. No Conflicts...................................................................................12 4.5. Capitalization.................................................................................13 4.6. SEC Reports and Financial Statements...........................................................14 4.7. Subsidiaries...................................................................................15 4.8. Absence of Undisclosed Liabilities.............................................................15 4.9. Investigations; Litigation.....................................................................15
REPRESENTATIONS AND WARRANTIES OF ORTHALLIANCE. OrthAlliance hereby represents and warrants to OCA and OCA Merger Sub that, except as set forth in the disclosure schedule dated as of the date hereof and signed by an authorized officer of OrthAlliance, with each such exception included therein specifically identifying the relevant Section hereto to which it specifically relates (the "OrthAlliance Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF ORTHALLIANCE. Each of the representations and warranties of OrthAlliance contained in this Agreement (i) that are qualified by materiality, including the terms "material," "in any material respects," "in all material respects" and "OrthAlliance Material Adverse Effect" or words of similar effect, shall be true and correct in all respects when made and as of the Closing, with the same effect as though such representations and warranties had been made on and as of the Closing, and (ii) that are not so qualified by materiality, shall be true and correct in all material respects when made and as of the Closing, with the same effect as though such representations and warranties had been made on and as of the Closing. OCA shall have received a certificate signed on behalf of OrthAlliance by the Chief Executive Officer and the Chief Financial Officer of OrthAlliance to the foregoing effect.
REPRESENTATIONS AND WARRANTIES OF ORTHALLIANCE. OrthAlliance hereby represents and warrants to the Company and Shareholder that the following statements are current 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, except as set forth in the disclosure Exhibits accompanying this Section 3) and the Effective Date. The disclosure Exhibits will be arranged in paragraphs corresponding to the paragraphs contained in this Section.
