REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE COMPANIES Except as set forth in the Seller Disclosure Letter (it being agreed that disclosure of any item in any Section of the Seller Disclosure Letter with respect to any Section or subsection of this Article V shall be deemed disclosed with respect to any other Section or subsection of this Article V to the extent such relationship is reasonably apparent) or (ii) as disclosed in SEC Filings of Seller from December 31, 2014 until the date of this Agreement to the extent such disclosure on its face appears to constitute information that would reasonably be deemed a qualification or exception to the following representations and warranties (other than any forward looking disclosures set forth in any risk factor section, any disclosures in any section related to forward looking statements and any other disclosures therein to the extent they are primarily predictive or forward-looking in nature), Seller represents and warrants to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO SELLER 17 Section 3.1 Organization and Authority 17 Section 3.2 No Conflict; Governmental Authorization 17 Section 3.3 Ownership of Shares 17 Section 3.4 Litigation 18 Section 3.5 Broker’s Fees 18
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE ACQUIRED COMPANIES 18 Section 4.1 Organization and Qualification 18 Section 4.2 Capitalization 18 Section 4.3 Subsidiaries 19 Section 4.4 No Conflict; Governmental Authorization 19 Section 4.5 Unaudited Financial Statements 20 Section 4.6 Absence of Changes 20 Section 4.7 Accounts Receivable 21 Section 4.8 Accounts Payable 22 Section 4.9 Litigation 22 Section 4.10 Compliance with Laws 22 Section 4.11 Permits 22 Section 4.12 Environmental Matters 22 Section 4.13 Material Contracts 23 Section 4.14 Sufficiency of Assets 24 Section 4.15 Insurance 24 Section 4.16 Intellectual Property 24 Page
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE NON- OPERATED INTEREST 27 5.1 Organization, Good Standing and Authority. 27 5.2 Capitalization. 27 5.3 No Conflicts. 28 5.4 Consents; Approvals; Authorizations and Governmental Regulations; Permits. 28 5.5 Taxes. 28 5.6 Litigation. 28 5.7 Compliance with Laws. 29 5.8 Contracts. 29 5.9 Sufficiency of the Assets. 29 5.10 Environmental Matters. 29
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE COMPANY 20 Section 4.1 Organization and Existence 20 Section 4.2 Capitalization 21 Section 4.3 Consents and Approvals; No Violation 21 Section 4.4 Litigation 22 Section 4.5 Material Contracts 22 Section 4.6 Permits 24 Section 4.7 Compliance with Laws and Orders 25 Section 4.8 Labor and Employment Matters 25 Section 4.9 Benefit Plans 26 Section 4.10 Intellectual Property 27 Section 4.11 Taxes 29 Section 4.12 Financial Statements 30 Section 4.13 Absence of Certain Changes 30 Section 4.14 Receivables 31 Section 4.15 Inventory 31 Section 4.16 Customers and Suppliers 31 Section 4.17 Environmental Matters 32 Section 4.18 Title to Assets 32 Section 4.19 Sufficiency of Assets, Services and Personnel; Condition of Assets 32 Section 4.20 Real Property 33 Section 4.21 Related Party Transactions 34 Section 4.22 Warranty 34 Section 4.23 Data Privacy 35 Section 4.24 No Other Representations and Warranties 36
REPRESENTATIONS AND WARRANTIES OF SELLER WITH. RESPECT TO THE COMPANY), AND IN THE TRANSACTION DOCUMENTS, NONE OF SELLER, THE COMPANY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECT OR INDIRECT OWNERS, MEMBERS, OR REPRESENTATIVES MAKES ANY EXPRESS, IMPLIED, OR STATUTORY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, OR THE FINANCIAL CONDITION, RESULTS OF OPERATION, PROSPECTS, ASSETS OR LIABILITIES OF THE BUSINESS OR THE COMPANY, OR ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OR OF THE FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIAL), AND SELLER HEREBY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES.
