REPRESENTATIONS AND WARRANTIES OF OVT AND SELLERS. 6 Section 3.1 Title to Shares, Authority, Investment Intent. 6 Section 3.2 Organization and Qualification. 7 Section 3.3 Subsidiaries and Joint Ventures. 7 Section 3.4 Authority. 7 Section 3.5 Capitalization. 8 Section 3.6 Financial Statements. 8 Section 3.7 Personal Property. 8 Section 3.8 Contracts. 8 Section 3.9 Intellectual Property. 9 Section 3.10 Insurance. 10 Section 3.11 Environmental Matters. 10 Section 3.12 Litigation. 10 Section 3.13 Brokers and Finders. 10 Section 3.14 Labor Matters. 10 Section 3.15 Governmental Approval and Consents. 11 Section 3.16 Taxes. 11 Section 3.17 Employee Benefit Plans. 11 Section 3.18 Compliance with Laws. 11 ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 Section 4.1 Organization and Qualification. 11 Section 4.2 Authority. 11 Section 4.3 Purchaser Capitalization. 12 Section 4.4 SEC Filings. 12 Section 4.5 Liabilities. 12 Section 4.6 Litigation. 12 Section 4.7 Brokers and Finders. 12 Section 4.8 Governmental Approval and Consents. 13 Section 4.9 Taxes. 13 Section 4.10 Employee Benefit Plans. 13 Section 4.11 Compliance with Laws. 13 Section 4.12 Environmental Matters. 13 Section 4.13 Investment Intent. 13 ARTICLE 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 14 Section 5.1 Certificate Regarding Representations and Warranties. 14 Section 5.2 Compliance by OVT and Sellers. 14 Section 5.3 No Injunction, Etc. 14 Section 5.4 Operation in the Ordinary Course. 14 Section 5.5 No Adverse Change. 15 Section 5.6 Proceedings. 15 Section 5.7 Closing Documents. 15 Section 5.8 OVT Shareholders. 15 ARTICLE 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS 15 Section 6.1 Certificate Regarding Representations and Warranties. 15 Section 6.2 Compliance by Purchaser. 15 Section 6.3 No Injunction, Etc. 15 Section 6.4 Certificates. 15 ARTICLE 7. CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS 16 Section 7.1 Confidentiality. 16 Section 7.2 Public Announcements. 16 ARTICLE 8. TERMINATION 16 Section 8.1 Termination. 16 Section 8.2 Rescission. 16 ARTICLE 9. GENERAL PROVISIONS 17 Section 9.1 Fees and Expenses. 17 Section 9.2 Notices. 17 Section 9.3 Assignment and Binding Effect. 17 Section 9.4 No Benefit to Others. 18 Section 9.5 Headings, Gender, and Person. 18 Section 9.6 Counterparts. 18 Section 9.7 Integration of Agreement. 18 Section 9.8 Governing Law. 18 Section 9.9 Severability. 18 Section 9.10 Arbitration. 18 iii CROSS-REFERENCE TO DEFINED TERMS The capitalized terms listed below are used in this Agreement with the meanings ascrib...
REPRESENTATIONS AND WARRANTIES OF OVT AND SELLERS. For the purpose of inducing Purchaser to enter into this Agreement, OVT and each Seller jointly and severally represent and warrant to Purchaser that:
