REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE PURCHASED COMPANIES. 4 2.1 Ownership of Purchased Shares 5 2.2 Authority; Validity of Contemplated Transactions. 5 2.3 Purchased Companies’ Organization, Standing and Foreign Qualifications 5 2.4 Capital Stock 5 2.5 Subsidiaries 6 2.6 Financial Statements 6 2.7 Undisclosed Liabilities 6 2.8 Tax Matters 6 2.9 Real Property. 8 2.10 Personal Property. 8 2.11 Intellectual Property and Software. 9 2.12 Insurance 10 2.13 Compliance with Laws 10 2.14 Environmental. 10 2.15 Litigation and Claims 11 2.16 Employee Benefits. 11 2.17 Contracts. 13 2.18 Suppliers and Customers 15 2.19 Labor Matters 15 2.20 Brokers and Finders 16 2.21 Officers, Directors and Bank Accounts. 16 2.22 Licenses 16 2.23 Certain Transactions 16 2.24 Absence of Material Adverse Effect 16 2.25 Books and Records 16 2.26 Title to Properties 17 2.27 Sufficiency of Assets 17 2.28 Certain Payments 17 2.29 Accounts Receivable 17 2.30 Disclosure; No Other Representations or Warranties 17
REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE PURCHASED COMPANIES. Seller makes the following representations and warranties to Purchaser. All representations and warranties of Seller are made subject to the exceptions noted in the schedule delivered by Seller to Purchaser concurrently herewith and identified by the parties as the “Disclosure Schedule.” The information and disclosures set forth on any particular schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference with respect to all other schedules of the Disclosure Schedule to the extent that the applicability of such information or disclosures to such other schedules is reasonably apparent. The inclusion of any information or disclosure in the Disclosure Schedule shall not be deemed an admission that such information or disclosure is material for the purposes of this Agreement or that such information or disclosure has had or would have a Material Adverse Effect. The inclusion of any information or disclosure in the Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred.
