REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL MEMBERS. Seller and each Principal Member, jointly and severally, hereby represent and warrant to Parent, Buyer, subject to the exceptions specifically disclosed in the schedule of exceptions attached hereto as Exhibit J (the “Disclosure Schedule”), as follows. Each exception or disclosure set forth in the Disclosure Schedule shall reference the specific section, subsection, and paragraph number of this ARTICLE IV to which such exception or disclosure relates, and in no event will any disclosure or information set forth in the Disclosure Schedule that is not identified under appropriate caption referencing such section, subsection, and paragraph be deemed to qualify any of the other representations.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL MEMBERS. Subject to, and except as disclosed in the schedules to this Agreement, Seller represents and warrants to Buyer, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL MEMBERS. 17 3.1 Organization 17 3.2 Ownership 17 3.3 Authority, Validity and Enforceability 17 3.4 No Subsidiaries 18 3.5 No Conflict 18 3.6 Consents 18 3.7 Financial Statements; Undisclosed Liabilities. 18 3.8 Intentionally Omitted 18 3.9 Absence of Certain Developments 19 3.10 Compliance with Laws; Governmental Authorizations; Licenses 19 3.11 Litigation 19 3.12 Real Property; Personal Property. 20 3.13 Taxes. 20 3.14 Environmental Matters 21 3.15 Employee Matters 21 3.16 Employee Benefit Plans. 21 3.17 Intellectual Property Rights 22 3.18 Material Contracts 24 3.19 Insurance 26 3.20 Title to Assets 26 3.21 Customers and Suppliers. 26 3.22 Affiliate Transactions 27 3.23 Brokers 27 3.24 Product Liability Claims 27 3.25 Warranties 27 3.26 Securities Law 27 3.27 Disclosure 28
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL MEMBERS. The Selling Parties hereby jointly and severally represent and warrant to the Buyer Parties as follows and, unless the context otherwise requires, each reference to “Seller” in this ARTICLE III will also refer to each of Seller’s Subsidiaries (including AAH Holdings):
