WARRANTIES OF TOPCO, PARENT AND MERGER SUB. Section 6.1 Qualification, Organization, Significant Subsidiaries, etc. 55 Section 6.2 Capital Stock 56 Section 6.3 Corporate Authority Relative to this Agreement; No Violation 58 Section 6.4 Reports and Financial Statements 60 Section 6.5 Internal Controls and Procedures 60 Section 6.6 No Undisclosed Liabilities 61 Section 6.7 Compliance with Law; Permits 61 Section 6.8 Environmental Laws 62 Section 6.9 Parent Employee Benefit Plans 63 Section 6.10 Absence of Certain Changes or Events 65 Section 6.11 Investigations; Litigation 65 Section 6.12 Disclosure Documents 65 Section 6.13 Tax Matters 66 Section 6.14 Parent Labor Matters 68 Section 6.15 Intellectual Property 69 Section 6.16 Real Property; Personal Property 70 Section 6.17 Material Contracts 71 Section 6.18 Insurance Policies 71 Section 6.19 Anti-Bribery, Corruption and Sanctions 71 Section 6.20 Government Contracts 73 Section 6.21 Finders or Brokers 73 Section 6.22 Opinion of Financial Advisor 73 Section 6.23 Required Vote of the Parent Shareholders 74 Section 6.24 Certain Arrangements 74 Section 6.25 Ownership of Company Stock 74 Section 6.26 Ownership and Operations of Topco and Merger Sub; Valid Issuance 74 Section 6.27 Ownership and Maintenance of Drilling Units 75 Section 6.28 No Additional Warranties 75
WARRANTIES OF TOPCO, PARENT AND MERGER SUB. Except as disclosed (a) in the Parent SEC Documents filed after January 1, 2021 and publicly available on the Business Day immediately prior to the date of this Agreement other than any disclosures contained under the captions “Risk Factors” or “Forward-Looking Statements” or (b) in the disclosure letter delivered by Parent and Merger Sub to the Company simultaneously with the execution of this Agreement (the “Parent Disclosure Letter”) (it being acknowledged and agreed that disclosure in any section or subsection of the Parent Disclosure Letter shall be deemed disclosed with respect to all sections of this Agreement and all other sections or subsections of the Parent Disclosure Letter to the extent that the relevance of such disclosure to such other section or subsection is reasonably apparent from the face of such disclosure), Topco, Parent and Merger Sub, jointly and severally, warrant to the Company as at the date of this Agreement as follows:
