REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSFERRED. ENTITIES AND THE TRANSFERRED ASSETS Except as set forth in the Seller Disclosure Letter delivered by Seller to Purchaser simultaneously with the execution hereof, Seller represents and warrants to Purchaser that all of the statements contained in this Article IV are true and correct as of the date of the Original Agreement and as of the Closing Date (other than such representations and warranties that refer to a specified date, in which case of the such date). Except as set forth in Section 4.07(a), Section 4.09(d), Section 4.14(a) and Section 4.16, Seller makes no representations and warranties in this Article IV to the extent relating to Excluded Assets or Retained Liabilities. For purposes of the representations and warranties of Seller contained herein, disclosure in one Section of the Seller Disclosure Letter of any items, facts or circumstances shall be deemed to be disclosure of such items, facts or circumstances with respect to any other representations or warranties by Seller calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such other representations or warranties, if it is reasonably apparent on the face of the Seller Disclosure Letter that such disclosure is applicable. The inclusion of any information in any Section of the Seller Disclosure Letter or other document delivered by Seller pursuant to this Amended Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSFERRED. ENTITIES AND THE TRANSFERRED ASSETS 48 Section 4.01 Organization and Good Standing 49 Section 4.02 Pre-Signing Financial Statements; Unaudited Annual Financial Statements; Audited Financial Statements 49 Section 4.03 No Undisclosed Liabilities; Absence of Certain Changes or Events 50 Section 4.04 Absence of Litigation 51 Section 4.05 Compliance with Laws 51 Section 4.06 Governmental Licenses and Permits 53 Section 4.07 Sufficiency of Assets 53 Section 4.08 Real Property 53 Section 4.09 Seller’s Employee Benefit Plans 54 Section 4.10 Employees and Labor Relations 56 Section 4.11 Environmental Matters 58 Section 4.12 Contracts 59 Section 4.13 Brokers or Finders 61 Section 4.14 Intellectual Property 62 Section 4.15 Taxes 65 Section 4.16 Insurance 67 Section 4.17 Customer Relationships 67 Section 4.18 Supplier Relationships 67 Section 4.19 Inventory 67 Section 4.20 Products 68 Section 4.21 Affiliate Transactions 68 Section 4.22 Exclusivity of Representations and Warranties 69 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER 69 Section 5.01 Organization and Good Standing 69 Section 5.02 Authority 69 Section 5.03 No Conflict; Consents and Approvals 70 Section 5.04 Capitalization 70 Section 5.05 Compliance with Laws; Permits 71 Section 5.06 SEC Documents; NYSE 71 Section 5.07 Absence of Certain Changes or Events 72 Section 5.08 WKSI Status 73 Section 5.09 No Shareholder Vote Required 73 Section 5.10 Absence of Litigation 73 Section 5.11 Securities Act 73 Section 5.12 Brokers or Finders 73 Section 5.13 Financing 73 Section 5.14 Solvency 74 Section 5.15 Stock Consideration 75 Section 5.16 Private Placement 75 Section 5.17 Exclusivity of Representations and Warranties; Non-Reliance on Seller Estimates 75 ARTICLE VI COVENANTS 76 Section 6.01 Conduct of Business Prior to the Closing 76 Section 6.02 Access to Information 79 Section 6.03 Confidentiality; Publicity 80 Section 6.04 Reasonable Best Efforts and Actions to Cause the Closing to Occur 80 Section 6.05 Bulk Sales 83 Section 6.06 Insurance 83 Section 6.07 Certain Services and Benefits Provided by Affiliates; Intercompany Matters; Further Assurances 84 Section 6.08 Other Intellectual Property 86 Section 6.09 Ancillary Agreements; Identified Sublease. 87 Section 6.10 Maintenance of Books and Records; Cooperation 88 Section 6.11 Endorsement of Checks 88 Section 6.12 Financing 89 Section 6.13 Certain Covenants 93 Section 6.14 Pre-Closing Restructuring 95 Section 6.15 Notification of Certain Matters 96 Section 6....
REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSFERRED
