REPRESENTATIONS AND WARRANTIES OF SELLER AND THE. SHAREHOLDERS 10 4.1 Organization, Qualification and Authority 10 4.2 No Violations 11 4.3 Financial Statements 11 4.4 Interim Changes 12 4.5 Licenses and Permits 13 4.6 Real Property 13 4.7 Transferred Assets 14 4.8 Seller Contracts 14 4.9 Environmental and Safety Matters 14 4.10 Litigation 15 4.11 Seller’s Employees 15 4.12 Seller’s Employee Benefits 16 4.13 Insurance 17 4.14 Broker’s or Finder’s Fee 17 4.15 Intellectual Property 17 4.16 Motor Vehicles 18 4.17 Tax Returns; Taxes 18 4.18 Affiliate Interests 18 4.19 Governmental and Other Third Party Consents 18 4.20 Customers and Vendors 18 4.21 Legal and Other Compliance 18 4.22 Inventories 19 4.23 Notes, Accounts Receivable and Accounts Payable 19 4.24 Outstanding Bids, Bid Bonds and Performance Bonds 19 4.25 Product and Service Warranties; Defects; Liability 20 4.26 Powers of Attorney 20 4.27 Booked Jobs and Work in Process 20 4.28 No Omissions or Misstatements 20
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE. SHAREHOLDERS 7.1 Organization 7.2 Authorization 7.3 No Breach 7.4 Governmental Authorizations 7.5 Consents 7.6 Title to Assets 7.7 Condition of Personal Property 7.8 Condition of Real Property 7.9 Contracts 7.10 Employees 7.11 Employee Benefit Plans 7.12 Litigation 7.13 Taxes 7.14 Compliance with Laws 7.15 Insolvency Proceedings 7.16 Patents, Trademarks, Copyrights 7.17 Financial Statements; Absence of Undisclosed Liabilities 7.18 Absence of Certain Changes or Events 7.19 Sufficiency of Assets 7.20 Environmental Protection 7.21 Insurance 7.22 Brokers' Fees 7.23 No Other Agreements to Sell the Assets 7.24 Transactions with Certain Persons 7.25 Accounts Receivable 7.26 Inventory 7.27 Investment 7.28 No Misleading Statements
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE. SHAREHOLDERS Except as specifically set forth on Schedule 4 (the “Seller Disclosure Schedule”) attached to this Agreement (the parts of which are numbered to correspond to the individual Section numbers of this Article 4), Seller and the Shareholders jointly and severally represent and warrant to and covenant with Buyer that, as of the Closing: 4.1
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE. SHAREHOLDERS Seller and the Shareholders jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE. SHAREHOLDER 9
4.1 Organization, Good Standing and Authority 9 4.2 Authorization of Agreement; Capital Stock 10 4.3 Ownership of Acquisition Assets 10 4.4 Financial Statements 10 4.5 Absence of Certain Changes 11 4.6 [Reserved] 11
4.7 Tangible Personal Property Other Than Inventory 11 4.8 Intangible Personal Property 12 4.9 Inventory 12 4.10 Accounts Receivable 13 4.11 Insurance 13 4.12 [Reserved] 13 4.13 Employment Matters 13 4.14 Employee Benefit Plans 13 4.15 Freedom to Deal; Agreement Not in Breach of Other Instruments 14 4.16 Tax Returns 14 4.17 Litigation 15 4.18 Compliance with Law 15 4.19 Brokerage 15 4.20 Contracts 15 4.21 No Undisclosed Liabilities 16 4.22 Other Material Circumstances 16 4.23 Other Information 16 4.24 Necessary Assets 17 4.25 Conflicts of Interest 17
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE
