REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND DE NOVO. Section 4.1 Membership Interests; Capitalization 24 Section 4.2 Authorization; Validity of Agreement 25 Section 4.3 Consents and Approvals; No Violations 26 Section 4.4 Organization; Qualification 27 Section 4.5 Good Title Conveyed 28 Section 4.6 Financial Statements 28 Section 4.7 Books and Records 28 Section 4.8 No Undisclosed Liabilities 28 Section 4.9 Accounts Receivable 28 Section 4.10 Indebtedness 28 Section 4.11 Absence of Certain Changes 29 Section 4.12 Properties 30 Section 4.13 Environmental Matters 31 Section 4.14 Material Contracts 31 Section 4.15 Customers 33 Section 4.16 Insurance 34 Section 4.17 Litigation 34
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND DE NOVO. Except as specifically disclosed in the Disclosure Schedule prepared by each of the Sellers and De Novo and delivered to Purchaser simultaneous with the execution hereof, each of the Sellers and De Novo, jointly and severally, represents and warrants to Purchaser that the following representations and warranties are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date). Each exception disclosed in the Disclosure Schedule and each other response to this Agreement disclosed in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and, except as otherwise specifically stated with respect to such exception, relates only to such exception or to such response, as the case may be. In the event of any inconsistency between statements in the body of this Agreement and statements in the Disclosure Schedule (excluding exceptions expressly disclosed in the Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement shall control. In the event of any inconsistency between statements in the body of this Agreement and statements in the Disclosure Schedule (excluding exceptions expressly disclosed in the Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement shall control.
