REPRESENTATIONS AND WARRANTIES OF THE SUBJECT COMPANIES AND THE SHAREHOLDERS. Each of the Shareholders and MJ GeneWorks hereby jointly and severally represents and warrants to Buyer that the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
REPRESENTATIONS AND WARRANTIES OF THE SUBJECT COMPANIES AND THE SHAREHOLDERS. 15 5.1. Organization; Capitalization 15 5.2 Authorization 16 5.3 Title to Assets 16 5.4 Intellectual Property Rights 17 5.5 Facility Leases 18 5.6 Contracts and Commitments 19 5.7 No Conflict of Violation 21 5.8 Financial Statements 21 5.9 Absence of Certain Changes or Events 22 5.10 Liabilities 24 5.11 Accounts Receivable 24 5.12 Inventories 25 5.13 Litigation 25 5.14 Labor Matters 25 5.15 Compliance with Law; Permits 26 5.16 Tax Matters 26 5.17 Severance Arrangements 28 5.18 Insurance 28 5.19 Purchase Commitments and Outstanding Bids 29 5.20 Reserved 29 5.21 Customers and Suppliers 29 5.22 Bank Accounts 29 5.23 Environmental Matters 29 5.24 Employee Benefit Plans 32 5.25 No Brokers 35
