REPRESENTATIONS AND WARRANTIES OF XXXXXXX-XXXXXXX. Xxxxxxx-Xxxxxxx represents and warrants to SVG, subject to the exceptions specifically disclosed in the disclosure schedules referencing the appropriate section and paragraph numbers supplied by Xxxxxxx-Xxxxxxx to SVG dated as of the date hereof (the "Xxxxxxx-Xxxxxxx Disclosure Schedules"), that on the date hereof (except with respect to the SEG LLC, which representations and warranties shall be effective as of the transfer of the Included Assets and the Included liabilities held by Xxxxxxx-Xxxxxxx or the SEG Sub to the SEG LLC) and as of the Closing Date as though made on the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX-XXXXXXX. 3.1 Xxxxxxx-Xxxxxxx has the full right, power and authority to enter into this Trademark License Agreement and to grant all licenses and rights granted herein, and is under no legal prohibition, restraint, or restriction with respect thereto.
REPRESENTATIONS AND WARRANTIES OF XXXXXXX-XXXXXXX. Except as (a) disclosed in the disclosure schedule delivered by Xxxxxxx Xxxxxxx to MidSouth concurrently herewith (the “Xxxxxxx Xxxxxxx Disclosure Schedule”); provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Xxxxxxx Xxxxxxx Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Xxxxxxx Xxxxxxx that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Xxxxxxx Xxxxxxx Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (A) any other section of this Article IV specifically referenced or cross-referenced and (B) other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, or (b) disclosed in any Xxxxxxx Xxxxxxx Reports filed with or furnished to the SEC by Xxxxxxx Xxxxxxx after January 1, 2018 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) Xxxxxxx Xxxxxxx hereby represents and warrants to MidSouth as follows:
