REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER SHAREHOLDERS. 8 2.1 Organization; Corporate Power and Licenses of the Company 9 2.2 Capitalization and Related Matters 9 2.3 Subsidiaries: Investments 9 2.4 Authorization: No Breach 9 2.5 Financial Statements 10 2.6 Absence of Undisclosed Liabilities 11 2.7 Assets 11 2.8 Tax Matters 11 2.9 Contracts and Commitments 13 2.10 Intellectual Property Rights 15 2.11 Litigation, Etc 17 2.12 Brokers 18 2.13 Insurance 18 2.14 Employees 18 2.15 ERISA 19 2.16 Compliance with Laws 22 2.17 Affiliated Transactions 22 2.18 Customers and Suppliers 22 2.19 Real Property 22 2.20 Environmental and Safety Matters 23 2.21 Legal Compliance 23 2.22 Absence of Certain Developments 23 2.23 Bank Accounts 25 2.24 Privacy of Individually Identifiable Personal Information 25 2.25 Investment Company Status 25 2.26 Indebtedness 25 2.27 Statements True and Correct 25
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER SHAREHOLDERS. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, the Company and the Seller Shareholders jointly and severally represent and warrant to Buyer that the statements contained in this Article 2 are true and correct as of the Closing Date as set forth herein but subject to such exceptions as are specifically disclosed in the Disclosure Schedules delivered by Company and Seller Shareholders concurrently with the execution of this Agreement (the “Disclosure Schedules”) to the following:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER SHAREHOLDERS. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER SHAREHOLDERS. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, the Company and the Seller Shareholders jointly and severally represent and warrant to Buyer that the statements contained in this Article 2 are true and correct as of the Closing Date.
