REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND GP. MERGER SUB 27 Section 4.1 Qualification, Organization, Subsidiaries, etc. 28 Section 4.2 Capitalization 28 Section 4.3 Authority; Noncontravention 29 Section 4.4 Reports and Financial Statements 31 Section 4.5 Internal Controls and Procedures 31 Section 4.6 No Undisclosed Liabilities 32 Section 4.7 Compliance with Law; Permits 32 Section 4.8 Environmental Laws and Regulations 33 Section 4.9 Employee Benefit Plans 34 Section 4.10 Absence of Certain Changes or Events 35 Section 4.11 Investigations; Litigation 35 Section 4.12 Information Supplied 36 Section 4.13 Regulatory Matters 36 Section 4.14 Tax Matters 36 Section 4.15 Employment and Labor Matters 38 Section 4.16 Intellectual Property 39 Section 4.17 Real Property 39 Section 4.18 Insurance 40 Section 4.19 Material Contracts 41 Section 4.20 Finders or Brokers 42 Section 4.21 Investment Company Act 42 Section 4.22 State Takeover Statute 42 Section 4.23 Ownership of Partnership Common Units 42 Section 4.24 Availability of Funds 42 Section 4.25 No Additional Representations or Warranties; Non-Reliance. 42
REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB AND GP. MERGER SUB Except as disclosed in (a) the Parent SEC Documents filed or furnished prior to the date hereof (excluding any disclosure set forth in any such Parent SEC Document under the heading “Risk Factors” or in any section relating to forward-looking statements) or (b) the disclosure schedule delivered by Parent to the Partnership immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein (provided that (i) disclosure in any section of the Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure notwithstanding the omission of a reference or a cross reference thereto and (ii) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have a Parent Material Adverse Effect), each of Parent, Merger Sub and GP Merger Sub, jointly and severally, represents and warrants to the Partnership and the General Partner as follows:
