REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER MEMBERS. 6 2.1 Organization; Corporate Power and Licenses of the Company 6 2.2 Capitalization and Related Matters 6 2.3 Subsidiaries; Investments 7 2.4 Authorization; No Breach 7 2.5 Financial Statements 8 2.6 Absence of Undisclosed Liabilities 8 2.7 Assets 9 2.8 Tax Matters 9 2.9 Contracts and Commitments 11 2.10 Intellectual Property Rights 13 2.11 Litigation, etc. 15 2.12 Brokers 15 2.13 Insurance 15 2.14 Employees 15 2.15 Employee Benefits 17 2.16 Compliance with Laws 19 2.17 Affiliated Transactions 19 2.18 Customers and Suppliers 20 2.19 Warranties, etc. 20 2.20 Leased Real Property 21 2.21 Environmental and Safety Matters 21 2.22 Governmental Licenses and Permits; Legal Compliance 22 2.23 Absence of Certain Developments 22 2.24 Privacy of Individually Identifiable Personal Information 24 2.25 Investment Company Status 24 2.26 Statements True and Correct 24 2.27 No Other Representations or Warranties 24
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER MEMBERS. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, the Company and the Seller Members represent and warrant to Buyer that the statements contained in this Article 2 are true and correct as of the Closing Date, unless a different date is set forth in any such covenant or representation or warranty (in which case, as of that different date) (provided, that, with respect to each Seller Member, such Seller Member’s covenants and representations and warranties pursuant to this Article 2 shall be several, not joint, based on his respective Pro Rata Share):
