REPRESENTATIONS AND WARRANTIES OF SELL. 10 Section 3.1 Organization 10 Section 3.2 Authorization 11 Section 3.3 Capital Stock 12 Section 3.4 Ownership of the Common Stock 12 Section 3.5 Consents and Approvals; No Violations 12 Section 3.6 Financial Statements 13 Section 3.7 Absence of Material Adverse Effect 14 Section 3.8 Title, Ownership and Related Matters 15 Section 3.9 Intellectual Property 17 Section 3.10 Computer Software 17 Section 3.11 Year 2000 Compliance 17 Section 3.12 Litigation 18 Section 3.13 Compliance with Applicable Law 18 Section 3.14 Certain Contracts and Arrangements 18 Section 3.15 Employee Benefit Plans; ERISA 19 Section 3.16 Labor Matters 20 Section 3.17 Taxes 21 Section 3.18 Environmental 22 Section 3.19 Officers; Bank Accounts 23 Section 3.20 Certain Fees 23
REPRESENTATIONS AND WARRANTIES OF SELL. Seller represents and warrants to Purchaser as of the date hereof and as of the Closing Date as follows (which representations and warranties shall survive the Closing for a period of 270 days):
