REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES AND THE BUSINESS. Except as set forth in the Company Disclosure Schedule, Sellers hereby jointly and severally represent and warrant to Buyer on the date hereof and on the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES AND THE BUSINESS. Section 5.01 Incorporation and Authority of the Acquired Companies 26 Section 5.02 Capital Structure of the Acquired Companies; Ownership and Transfer of the Shares 27 Section 5.03 Financial Statements; Internal Controls; Absence of Undisclosed Liabilities 28 Section 5.04 Absence of Certain Changes 29 Section 5.05 Books and Records 30 Section 5.06 Absence of Litigation 30 Section 5.07 Compliance with Laws 30 Section 5.08 Governmental Licenses and Permits 31 Section 5.09 Intellectual Property 31 Section 5.10 Information Technology, Data Security and Privacy 32 Section 5.11 Material Contracts 33 Section 5.12 Intercompany Agreements 36 Section 5.13 Employee Benefits; Employees 36 Section 5.14 Insurance Issued by the Insurance Companies 39 Section 5.15 Separate Accounts; ERISA Compliance of Accounts 40 Section 5.16 Reinsurance 42 Section 5.17 Distributors and Brokers 43 Section 5.18 Investment Assets 44 Section 5.19 Insurance 44 Section 5.20 Property 44 Section 5.21 Taxes 44 Section 5.22 Insurance-Product-Related Tax Matters 46 Section 5.23 Reserves 48 Section 5.24 Regulatory Filings 49 Section 5.25 Environmental Matters 49 Section 5.26 Registered Broker-Dealer 49 Section 5.27 Investment Adviser 52 Section 5.28 NO OTHER REPRESENTATIONS OR WARRANTIES 53 ARTICLE VI
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES AND THE BUSINESS. Seller hereby represents and warrants to Buyer, except as disclosed in the corresponding section of the Seller Disclosure Schedule, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES AND THE BUSINESS. Subject to the exceptions and qualifications set forth in the Sellers Disclosure Schedule concurrently with the execution of this Agreement, each Seller and each Camuto Owner, on a several but not joint basis, makes the following representations and warranties regarding the Acquired Companies and the Business to Buyers; provided, however, that for the purposes of this Article 2, BCI shall be excluded from the definition of “Acquired Companies”; provided, further, that any assets or Liabilities of (i) BCI that are contributed to Chaus IPCo prior to the Closing shall be included in Article 2 for all purposes and (ii) Sole Society Group, Inc. (“SSGI”) that are transferred to SS IPCo, LLC prior to the Closing (the “Acquired SS Assets”) shall be included in Section 2.5 (Title to and Sufficiency of Assets), Section 2.6(d) (Financial Statements and Financial Matters), Section 2.10 (Legal Compliance), Section 2.11 (Tax Matters), Section 2.13 (Intellectual Property), Section 2.14 (Material Contracts), Section 2.16 (Litigation) and Section 2.19 (Affiliate Transactions) for all purposes, in each case, regardless of whether such assets or Liabilities are held by BCI or SSGI, as applicable, as of the date hereof and regardless of whether the transactions contemplated by the SSI IP Asset Purchase Agreement have been consummated.
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES AND THE BUSINESS. Subject to and as qualified by the matters set forth in the Seller Disclosure Schedule pursuant to Section 14.10, Seller hereby represents and warrants to Buyer as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
