REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller, Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser with respect to each of the Acquired Companies described in such Acquired Companies Annex:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Each Seller hereby jointly and severally represents and warrants to Purchaser as of the date hereof that:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. 22 Section 3.1 Organization; Power and Authority; Capital Structure 22 Section 3.2 Subsidiaries 23 Section 3.3 No Conflict; Consents 24 Section 3.4 Financial Statements 25 Section 3.5 Operating in Ordinary Course of Business 26 Section 3.6 Litigation 28 Section 3.7 Taxes 29 Section 3.8 Employee Benefit Plans 31 Section 3.9 Real and Personal Property 33 Section 3.10 Labor and Employment Matters 34 Section 3.11 Contracts and Commitments 36 Section 3.12 Intellectual Property 39 Section 3.13 Compliance with Laws; Permits 44 Section 3.14 Environmental Matters 44 Section 3.15 Insurance 45 Section 3.16 Related Party Transactions 45 Section 3.17 No Brokers 45 Section 3.18 Books and Records 46 Section 3.19 Condition of Assets 46 Section 3.20 Accounts Receivable 46 Section 3.21 AML and Sanctions and Export Compliance 46 Section 3.22 Anti-Corruption Laws; Certain Regulatory Matters 47 Section 3.23 Key Relationships. 48
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as set forth on, and in all cases subject to, the Disclosure Schedule (each Section of which shall reference for convenience purposes only the appropriate Section and, if applicable, subsection of this Article 3 to which the information disclosed in such Section relates, and each such Section of which shall be deemed to be incorporated by reference into the applicable representations and warranties made in this Article 3; provided, however, that any information disclosed under any Section of the Disclosure Schedule shall be deemed disclosed and incorporated into each other Section, subsection, paragraph and clause in this Article 3 to the extent that the relevance of such disclosure to such other Section, subsection, paragraph or clause in this Article 3 is reasonably apparent on the face of such disclosure), Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as set forth in a correspondingly labeled section of the Seller Disclosure Schedule (it being agreed that any matter disclosed in any section or subsection of the Seller Disclosure Schedule shall be deemed disclosed with respect to any representation, warranty or covenant corresponding to any other section of this Agreement and the Seller Disclosure Schedule to the extent its relevance to such section, representation, warranty or covenant is reasonably apparent on its face), Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller represents and warrants to Buyer that the statements contained in this Article III, together with the information set forth in the Disclosure Schedule, are true and correct as of the date hereof:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except to the extent such representation or warranty is modified or qualified by the Company Disclosure Schedules, subject to Section 16.16, Seller hereby represents and warrants to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. The Seller and the Company each hereby represents and warrants to Buyer that, as of the Signing Date and as of the Closing:
