REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. 13 Section 5.02. Consents and Approvals; No Violations. 13 Section 5.03. Assets. 13 Section 5.04. Litigation 13 Section 5.05. Compliance with Laws 14 Section 5.06. Compliance with Permits 14 Section 5.07. Taxes 14 Section 5.08. Brokers 15 Section 5.09. Real Property 15 Section 5.10. Environmental Matters 15 Section 5.11. Labor Matters. 16 Section 5.12. Employee Benefit Plans. 17 Section 5.13. Insurance. 18 Section 5.14. Unlawful Payments. 19 Section 5.15. No Other Representations and Warranties 19
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Article V are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules (it being agreed that any matter disclosed in a Schedule with respect to any Section shall be deemed to have been disclosed with respect to any other Section to the extent its relevance and applicability to such Section is reasonably apparent from the wording of such disclosure), Selling Parties and the Company jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. 10 3.01 Corporate Organization of the Company 10 3.02 Subsidiaries 10 3.03 Authorization; No Breach; Valid and Binding Agreement 10 3.04 Governmental Consents 11 3.05 Capitalization of the Company 11 3.06 Capitalization of Subsidiaries 11 3.07 Financial Statements 12 3.08 Litigation and Proceedings 13 3.09 Legal Compliance 13 3.10 Contracts; No Defaults 15 3.11 Company Benefit Plans 17 3.12 Labor Relations 18 3.13 Taxes 20 3.14 Brokers’ Fees 23 3.15 Insurance 23 3.16 Real Property 23 3.17 Intellectual Property 24 3.18 Data Privacy 26 3.19 Environmental Matters 27 3.20 Absence of Changes 27 3.21 Affiliate Matters 29 3.22 Assets 29 3.23 Top Customers 29 3.24 No Additional Representation or Warranties 30 Table of Contents (Continued) Page
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. The Seller represents and warrants to the Purchaser that the statements in this Article 3 are correct and complete, except as set forth in accordance with Section 12.07 in the schedules accompanying this Agreement (the “Disclosure Schedules”):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Subject to matters disclosed in the disclosure schedule delivered by the Seller to Acquirer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), the Acquired Companies represent and warrant to Acquirer as of the Agreement Date and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. 11 Section 3.1 Organization and Qualification.......... 11 Section 3.2 Authorization; Enforceability............. 11 Section 3.3 Organizational Documents................. 11 Section 3.4 Capitalization...................................... 12 Section 3.5 Options............................................... 12 Section 3.6 No Violation....................................... 13 Section 3.7 Financial Statements........................... 13 Section 3.8 Absence of Undisclosed Liabilities.... 14 Section 3.9 Absence of Certain Changes.............. 14 Section 3.10 Taxes................................................... 16
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as set forth on the disclosure schedule delivered by the Company to Parent on the date hereof concurrently with entry into this Agreement (the “Company Disclosure Schedule”) and attached to this Agreement as Schedule A, the Company hereby represents and warrants to Parent as follows as of the date of this Agreement, except to the extent that a representation, warranty or section of the Company Disclosure Schedule expressly states that such representation or warranty is made only as of an earlier date:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. The Sellers hereby represent and warrant to the Buyer, as of the date hereof, that, except as set forth in the Disclosure Schedules:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES. Except as provided in the Disclosure Schedules, the Company represents and warrants to the Buyer as follows:
