REPRESENTATIONS AND WARRANTIES OF SELLING ENTITIES. Except as set forth in the Disclosure Schedules, each Selling Entity jointly and severally represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING ENTITIES a) CIS and Agency represent and warrant that each is, and will remain, duly and validly organized, validly existing and in good standing under the laws of the state in which it is organized, with full and proper power and authority to enter into and perform the terms of this Agreement.
