REPRESENTATIONS AND WARRANTIES OF SELLER MANAGEMENT Sample Clauses
REPRESENTATIONS AND WARRANTIES OF SELLER MANAGEMENT. Except as set forth in the Disclosure Schedules (it being agreed that disclosure of any item in any section or subsection of the Disclosure Schedule shall be deemed to be a disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent from the express language of such disclosure), which Seller Management shall be entitled to update in writing prior to the Closing, at their sole discretion, with respect to any disclosures relating to third party consents and Material Contracts (any such update, the “Updated Disclosure Schedules”), the Seller Management (but, for the avoidance of doubt, not the Joint Official Liquidators who make no representations or warranties on behalf of the Seller except for the representations and warranties contained in Section 4.03(iii)) represent and warrant to Buyer that the statements contained in this Article IV are true and correct as of the date hereof, and as of the Closing Date (provided that the Seller Management (but, for the avoidance of doubt, not the Joint Official Liquidators who make no representations or warranties on Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 24 of 98 Page ID #:651 behalf of the Seller except for the representations and warranties contained in Section 4.03(iii)) represent and warrant to Buyer that the statements contained in Sections 4.04 and 4.10 below are true and correct as of the Closing Date):
REPRESENTATIONS AND WARRANTIES OF SELLER MANAGEMENT. AND TARGET ENTITIES 16 Section 4.01 Organization, Good Standing and Qualification 17 Section 4.02 Target Equity 17 Section 4.03 Corporate Authority; Approval and Fairness 17 Section 4.04 Consents and Approvals; No Violations; Certain Contracts 18 Section 4.05 Target Entity Reports; Financial Statements 19 Section 4.06 Absence of Certain Changes 19 Section 4.07 Litigation and Liabilities 20 Section 4.08 Employee Benefits 21 Section 4.09 Compliance with Laws; Licenses 21 Section 4.14 Material Contracts 22 Section 4.11 Properties 24 Section 4.12 Taxes and Tax Returns 24 Section 4.13 Labor Matters 25 Section 4.14 Intellectual Property 25 Section 4.15 Insurance 26 Section 4.16 Brokers and Finders 26 Section 4.17 Solvency 27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER 27 Section 5.01 Organization, Good Standing and Qualification 27