REPRESENTATIONS AND WARRANTIES OF THE SOR PARTIES. Except (a) as set forth in the disclosure letter prepared by the SOR Parties and delivered by the SOR Parties to SOR II prior to the execution and delivery of this Agreement (the “SOR Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the SOR Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other Sections be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the SOR Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the SOR Disclosure Letter is intended to broaden the scope of any representation or warranty of the SOR Parties made herein) or (b) as disclosed in the SOR SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after December 31, 2018 and prior to the date of this Agreement (excluding any information or documents incorporated by reference therein or filed as exhibits thereto and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, non-specific, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such SOR SEC Documents to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face; provided, that the disclosures in the SOR SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding Section of the SOR Disclosure Letter, or (ii) Section 5.5(a)-(b) (SEC Documents; Financial Statements), the SOR Parties hereby jointly and severally represent and warrant as of the date hereof (except to the extent that such representations and warranties expressly relate to another date, in which case as of such other date) to SOR II that:
REPRESENTATIONS AND WARRANTIES OF THE SOR PARTIES. 37 Section 5.1 Organization and Qualification; Subsidiaries 38 Section 5.2 Authority 39 Section 5.3 No Conflict; Required Filings and Consents 40 Section 5.4 Capital Structure 41 Section 5.5 SEC Documents; Financial Statements; Internal Controls; Off-Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws 42 Section 5.6 Absence of Certain Changes or Events 45 Section 5.7 No Undisclosed Liabilities 45 Section 5.8 Permits; Compliance with Law 45 Section 5.9 Litigation 46 Section 5.10 Properties 46 Section 5.11 Environmental Matters 47 Section 5.12 Material Contracts 48 Section 5.13 Taxes 50 Section 5.14 Intellectual Property 53 Section 5.15 Insurance 53 Section 5.16 Benefit Plans 54 Section 5.17 Related-Party Transactions 55 Section 5.18 Brokers 55 Section 5.19 Opinion of Financial Advisor 55 Section 5.20 Takeover Statutes 55 Section 5.21 Information Supplied 55 Section 5.22 Ownership of Merger Sub; No Prior Activities 56 Section 5.23 Financing 56 Section 5.24 No Other Representations and Warranties 56
