REPRESENTATIONS AND WARRANTIES OF XXXXXX AND MERGER SUB. Xxxxxx hereby represents and warrants to Total as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXX AND MERGER SUB. Except as otherwise disclosed to the Company in a letter delivered to it prior to the execution hereof (which letter shall contain appropriate references to identify the specific section herein to which the information in such letter relates) (the "Xxxxxx Disclosure Letter") or as set forth in the Xxxxxx SEC Reports (as defined herein), Xxxxxx and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXX AND MERGER SUB. Except as set forth in (x) the disclosure schedule dated as of the date of this Agreement and executed and delivered by Xxxxxx and Merger Sub to Apogent concurrently with or prior to the execution and delivery by Xxxxxx and Merger Sub of this Agreement (the "Xxxxxx Disclosure Schedule") and (y) the Xxxxxx SEC Documents filed prior to the date hereof (as defined in Section 4.1(d), Xxxxxx and Merger Sub represent and warrant to Apogent as set forth in this Article III. Each disclosure set forth in the Xxxxxx Disclosure Schedule, and any other information included in the Xxxxxx Disclosure Schedule, is identified by reference to, or has been grouped under a heading referring to, a specific individual subsection of this Agreement and shall be deemed to be disclosed solely for purposes of, and shall qualify and be treated as an exception to, such subsection, except to the extent that disclosure in one subsection of the Xxxxxx Disclosure Schedule is specifically referred to in another subsection of the Xxxxxx Disclosure Schedule by appropriate cross-reference and except to the extent that the relevance of a disclosure in one subsection of the Xxxxxx Disclosure Schedule to another subsection of the Xxxxxx Disclosure Schedule is reasonably apparent. The parties hereby agree that no reference to or disclosure of any item or other matter in the Xxxxxx Disclosure Schedule shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or other matter is required to be referred to or disclosed in the Xxxxxx Disclosure Schedule or (3) any breach or violation of Applicable Laws or any Contract exists or has actually occurred.
(a) Organization, Standing and Corporate Power; Charter Documents; Subsidiaries.
(i) Organization, Standing and Corporate Power. Xxxxxx and each of its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction in which it is incorporated or otherwise organized and has the requisite corporate (or similar) power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as currently conducted, except for those jurisdictions in which the failure to have such power, authority or government approvals and to be so organized, existing or in good standing would not, individually or in the aggregate, reasona...
