REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER AND THE PURCHASED ASSETS. Any disclosure or exception to a representation or warranty listed on a Disclosure Schedule shall only qualify the specific section of the particular representation or warranty referenced in such Disclosure Schedule. Terms used in the Disclosure Schedule and not otherwise defined therein have the same meanings as set forth in this Agreement. The Disclosure Schedule shall not vary or change the literal meaning of the representations and warranties of Seller in this Agreement, other than creating specific exceptions thereto. Seller represents and warrants to Purchaser and IP Purchaser that as of the date of this Agreement (or such other date as specified below with respect to any particular representation and warranty):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER AND THE PURCHASED ASSETS. Except as set forth in the Disclosure Schedule, Seller represents and warrants to Purchaser and Purchaser Parent as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER AND THE PURCHASED ASSETS. 20 4.1 Corporate Matters Regarding Seller 20 4.2 Consents 21 4.3 Financial Statements 21 4.4 Absence of Changes 21 4.5 Powers of Attorney 21 4.6 Litigation 21 4.7 Licenses; Compliance With Laws and Regulations 21 4.8 Title to and Condition of Property 22 4.9 Taxes 22 4.10 Contracts and Commitments 23 Asset Purchase Agreement Execution Version TABLE OF CONTENTS (continued) Page 4.11 Intellectual Property 24 4.12 Environmental Matters 27 4.13 Transactions with Affiliates 28 4.14 Benefit Plans 28 4.15 Labor and Employment Matters 29 4.16 Broker 29 4.17 Undisclosed Liabilities 29 4.18 All Necessary Assets and Intellectual Property 29 4.19 Products 29 4.20 Product Return Policies; Warranties and Liabilities 30 4.21 No Epidemic Failure 30 4.22 Customers; Suppliers 30 4.23 Component Sources 31 4.24 Certain Customer Agreements 31 4.25 Complete Copies of Materials 31 4.26 Solvency 31 5. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASER AND IP PURCHASER 32 5.1 Corporate Matters Regarding Purchaser 32 5.2 Governmental Consents 33 5.3 Litigation 33 5.4 Purchaser Knowledge 33 5.5 Brokers’ Fees 33 5.6 Funds 33 6. COVENANTS AND AGREEMENTS 33 6.1 Access 33 6.2 No Solicitation 34 6.3 Operation of Business 34 6.4 Conduct Prior to Closing 35 6.5 Confidentiality 36 6.6 Notification of Certain Matters 36 6.7 Reasonable Efforts; Further Assurances; Cooperation 36 6.8 Publicity 36 6.9 Consents 36 6.10 Employment Liabilities 37 6.11 Post-Closing Tax Covenants 38 6.12 Transfer Taxes and Fees 39 6.13 No Solicitation Obligation 39 6.14 Employee Matters 39 6.15 Bulk Transfer Laws 41 Asset Purchase Agreement Execution Version TABLE OF CONTENTS (continued) Page 6.16 Post-Closing Litigation Cooperation 41 6.17 Post-Closing Warranty Claims 41 7. CLOSING AND CLOSING CONDITIONS 42 7.1 Closing Date 42 7.2 Mutual Closing Conditions 42 7.3 Closing Deliveries 42 7.4 Closing Conditions of Purchaser and IP Purchaser 43 7.5 Closing Conditions of Seller 44 8. SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS; INDEMNIFICATION 45 8.1 Survival of Seller Representations, Warranties, Agreements and Covenants 45 8.2 Survival of Purchaser Representations, Warranties, Agreements and Covenants 45 8.3 Indemnification by Purchaser and IP Purchaser 46 8.4 Indemnification by Seller and Shareholder 46 8.5 Escrow Arrangements 49 8.6 Procedures for Third-Party Claims 50 8.7 Exclusive Remedy 51 8.8 Recovery Only Once; Assessment and Mitigation of Loss 51 9. TERMINATION 52 9.1 Termination 52 ...
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER AND THE PURCHASED ASSETS. Seller represents and warrants to Purchaser that the statements contained in this Section 4 are true and correct, except as set forth in the disclosure schedule provided by the Seller to Purchaser on the date hereof (the "Disclosure Schedule"):
