REPRESENTATIONS AND WARRANTIES OF Players. Players represents and warrants to Buyer and Merger Sub that the statements contained in this Article III are true and correct except as set forth herein and in the disclosure schedule delivered by Players to Buyer and Merger Sub on or before the date of this Agreement (the "Players Disclosure Schedule"), or as otherwise expressly contemplated by this Agreement. Any reference in the Merger Agreement to Players' "best knowledge,"
REPRESENTATIONS AND WARRANTIES OF Players. 6 Section 3.1. Organization of Players and its Subsidiaries...............................6 Section 3.2. Capitalization.............................................................7 Section 3.3. Authority; No Conflict; Required Filings and Consents......................8 Section 3.4. Public Filings; Financial Statements.......................................9 Section 3.5. No Undisclosed Liabilities................................................10 Section 3.6. Absence of Certain Changes or Events......................................10 Section 3.7. Taxes.....................................................................11 Section 3.8. Real Property, Title and Related Matters..................................12 Section 3.9. Title to Personal Property; Liens.........................................13 Section 3.10. Intellectual Property.....................................................14 Section 3.11. Agreements, Contracts and Commitments.....................................14 Section 3.12. Litigation................................................................15 Section 3.13. Environmental Matters.....................................................15 Section 3.14.
REPRESENTATIONS AND WARRANTIES OF Players. Players represents and warrants to Buyer and Merger Sub that the statements contained in this Article III are true and correct except as set forth herein and in the disclosure schedule delivered by Players to Buyer and Merger Sub on or before the date of this Agreement (the "PLAYERS DISCLOSURE SCHEDULE"). Any reference in the Merger Agreement to Players' "best knowledge," or "the best of Players' knowledge," or words of similar import, shall be deemed a reference to the actual knowledge of any of the corporate officers of Players or any of its Subsidiaries, for all purposes. The Players Disclosure Schedule has been prepared based upon the foregoing definition.
REPRESENTATIONS AND WARRANTIES OF Players. Players represents and warrants to Investor effective as of the Effective Date and on each day during which an Advance remains owing to Investor and on each day during which a Warrant remains exercisable:
