REPRESENTATIONS AND WARRANTIES RELATED TO SELLERS AND PRINCIPALS. Each of the Sellers and the Principals hereby jointly and severally represents and warrants to FTI and the Buyers that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the disclosure schedule accompanying this Agreement.
REPRESENTATIONS AND WARRANTIES RELATED TO SELLERS AND PRINCIPALS. 16 Section 3.1 Organization; Qualification 16 Section 3.2 Authorization; Validity of Obligations 17 Section 3.3 Noncontravention 17 Section 3.4 Title to Assets; Tangible Assets 17 Section 3.5 Financial Statements 18 Section 3.6 Events Subsequent to Most Recent Fiscal Year End 18 Section 3.7 Undisclosed Liabilities 19 Section 3.8 Legal Compliance 19 Section 3.9 Tax Matters 19 Section 3.10 Intellectual Property 20 Section 3.11 Material Contracts and Commitments 25 Section 3.12 Government Contracts 27 Section 3.13 Accounts Receivable; Work-in-Process 27 Section 3.14 Insurance 27 Section 3.15 Litigation 28 Section 3.16 Ringtail Employees; Employee Benefits 28 Section 3.17 Permits 29 Section 3.18 Brokers' Fees 29 Section 3.19 Business Activity Restriction 30 Section 3.20 Required Filings and Consent 30 Section 3.21 Real Property Leases 30 Section 3.22 Business Records 30 Section 3.23 Product Defects; Product Warranties 31 Section 3.24 Authority Relative To This Agreement 31 Section 3.25 No Conflict 31 Section 3.26 Consents 31 Section 3.27 Disclosure 32 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF FTI AND BUYERS 32 Section 4.1 Organization; Qualification 32 Section 4.2 Authorization; Validity of Obligations 32 Section 4.3 Noncontravention 33 Section 4.4 SEC Documents; Financial Statements 33 Asset Purchase Agreement i Section 4.5 Capital Stock of FTI 34 Section 4.6 Transactions In Capital Stock 34 Section 4.7 Brokers' Fees 34 Section 4.8 Disclosure 34 ARTICLE V COVENANTS 34 Section 5.1 Access to Information 34 Section 5.2 Consents, Filings and Authorizations 34 Section 5.3 Operation of Business 35 Section 5.4 Notice of Developments 35 Section 5.5 Exclusivity 37 Section 5.6 Further Assurances 37 Section 5.7 Litigation Support 38 Section 5.8 Confidentiality 38 Section 5.9 Certain Transitional Matters 38 Section 5.10 Employee Matters 39 Section 5.11 Taxes 41 Section 5.12 Change of Name 42 Section 5.13 Tail Coverage 42 Section 5.14 Accounts Payable 42 Section 5.15 Deferred Maintenance Schedule Payment 43 ARTICLE VI CONDITIONS TO CLOSING 43 Section 6.1 Conditions to Obligation of FTI and Buyers 43 Section 6.2 Conditions to Obligation of Sellers and Principals 44 ARTICLE VII INDEMNIFICATION 45 Section 7.1 General Indemnification by Sellers and Principals 45 Section 7.2 Sellers and Principals Limitation and Expiration 46 Section 7.3 General Indemnification by FTI and Buyers 47 Section 7.4 FTI and Buyers Limitation and Expiration 48 Section 7.5 Indemnification Procedure...
