REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY AND THE SUBSIDIARY. Except as set forth in the Sellers’ Disclosure Schedule, the Sellers, jointly and severally, hereby represent and warrant to the Buyer as of the date hereof and as of the Closing Date (except for such representations and warranties as are expressly made exclusively as of the date hereof or as of another date) with respect to the Company and its Subsidiary, as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY AND THE SUBSIDIARY. 9 4.1 Organization; Good Standing 9 4.2 Subsidiaries; Equity Interests. 9 4.3 Authority; Execution and Delivery; Enforceability 10 4.4 Non-Contravention 10 4.5 Corporate Documents 11 4.6 Capitalization; Options 11 4.7 Consents and Approvals 11 4.8 Title to Assets. 12 4.9 Real Property. 12 4.10 Employment Related Agreements and Actions. 14 4.11 Contracts. 16 4.12 Intellectual Property. 18 4.13 Insurance. 21 4.14 Books and Records 21 4.15 Financial Statements; Liabilities. 22 4.16 Accounting Practices. 23 4.17 Tax Matters. 23 4.18 Absence of Certain Changes and Events 25 4.19 Litigation and Claims 27 4.20 Governmental Permits; Compliance with Laws. 27 4.21 Environmental Matters 28 4.22 Employee Plans. 29 4.23 Forecasts and Projections 31 4.24 No Finder 31 4.25 Certain Business Practices 32 4.26 Accounts Receivable 32 4.27 Major Customers 32 4.28 Service Warranties 33 4.29 Bank Accounts 33 4.30 Information Supplied 33 4.31 Disclosure 33
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY AND THE SUBSIDIARY. Subject to Section 8.1, the Company and each of the Principal Stockholders, jointly and severally, hereby represent and warrant to Parent as of the date hereof and as of the Closing Date (as if made on the Closing Date) as set forth below. The Company and each Principal Stockholder acknowledge and confirm that Parent is relying upon such representations and warranties in entering into this Agreement and effecting the Merger. Each exception to such representations and warranties set forth in the Company Disclosure Letter is identified by reference to, or has been grouped under a heading referring to, a specific section of this Agreement and, except as otherwise specifically stated with respect to such exceptions, relates only to such section.
