REPRESENTATIONS AND WARRANTIES REGARDING THE ASSETS AND THE BUSINESS. 16 7.1 Title to Assets; Condition of the Assets 16 7.2 Financial Statements; Subsequent Events 17 7.3 Authorizations 19 7.4 Compliance with Applicable Laws; Regulation; Import Compliance. 19 7.5 Insurance 20 7.6 Names; Predecessor Entities 20 7.7 Contracts and Related Party Contracts. 20 7.8 Employees. 21 7.9 Intellectual Property Matters 23 7.10 Environmental, Health and Safety. 26 7.11 Litigation 27 7.12 Owned Real Property 27 7.13 Leased Real Property and Leased Equipment 28 7.14 Product Warranty 29 7.15 Product Liability 30 7.16 Undisclosed Liabilities 30 7.17 Inventory 30 7.18 Accounts Receivable 30 7.19 Powers of Attorney 30 7.20 Entirety of Assets 31 7.21 Asbestos and Other Hazardous Materials 31 7.22 Products 31 7.23 Fester Network 31 7.24 Merger 32 7.25 Notices, Consents 33 7.26 Employee Confidentiality Agreements 33 7.27 Business Relationships 33 7.28 Territory 33 7.29 Minimum Working Capital 33 ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF BUYER 33 8.1 Organization of Buyer 33 8.2 Authorization 33 8.3 Approvals 34 8.4 No Violation 34 8.5 No Brokers 34 8.6 Financial Resources 34 8.7 Litigation 34 ARTICLE IX REPRESENTATIONS AND WARRANTIES REGARDING BUYER SERVICE CO 35 9.1 Organization of Buyer Service Co 35 9.2 Authorization 35 9.3 Approvals 35 9.4 No Violation 35 9.5 Litigation 35 ARTICLE X COVENANTS OF SELLER 36 10.1 Affirmative Covenants Regarding Operation of the Business 36 10.2 Negative Covenants Regarding the Operation of the Business. 36 10.3 Related Party Contracts 38 10.4 Exclusivity. 38 ARTICLE XI OTHER COVENANTS 39 11.1 Pre-Closing Appropriate Action, Consents and Filings 39 11.2 Public Announcements; Confidentiality of this Agreement 41 11.3 Transfer Taxes and Fees; Seller’s Taxes. 41 11.4 Insurance Matters 42 11.5 Antitrust Compliance 42 11.6 Post-Closing Matters 42 11.7 Non-Compete. 43 11.8 Removal of Desc Name 45 11.9 Handling of Mail, Cash and Other Payments 45 11.10 Post-Closing Treatment of Third Person Consents 45 11.11 Post-Closing Treatment of Non-Transferable Authorizations 46 11.12 Water Well Concessions 46 11.13 Payment of the Business Payables 46 11.14 Non-Interference with Relationships 46 11.15 Registration of Intellectual Property Rights 47 ARTICLE XII EMPLOYEE MATTERS 47 12.1 Employment - Generally 47 12.2 Retention and Transition of Employees 47 12.3 Severance Amounts. 49 12.4 Pension Funds 50 12.5 Cooperation by Seller and Seller Service Co 51 12.6 Continuing Obligations 51 12.7 Restatement of Certain Representatio...
REPRESENTATIONS AND WARRANTIES REGARDING THE ASSETS AND THE BUSINESS. Subject to the limitations prescribed in Article XIV, Seller represents and warrants to the Buyer Group that:
