REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. 27 Section 3.1 Organization and Qualification 27 Section 3.2 Capitalization of the Group Companies 28 Section 3.3 Authority 29 Section 3.4 Financial Statements; Undisclosed Liabilities 29 Section 3.5 Consents and Requisite Governmental Approvals; No Violations 31 Section 3.6 Permits 31 Section 3.7 Material Contracts 32 Section 3.8 Absence of Changes 33 Section 3.9 Litigation 34 Section 3.10 Compliance with Applicable Law 34 Section 3.11 Employee Plans 34 Section 3.12 Environmental Matters 36 Section 3.13 Intellectual Property 36 Section 3.14 Labor Matters 39 Section 3.15 Insurance 40 Section 3.16 Tax Matters 40 Section 3.17 Brokers 42 Section 3.18 Real and Personal Property 42 Section 3.19 Transactions with Affiliates 43 Section 3.20 Data Privacy and Security 43 Section 3.21 Compliance with International Trade & Anti-Corruption Laws 43 Section 3.22 Information Supplied 44 Section 3.23 Regulatory Compliance 44 Section 3.24 Product Warranties; Product Liability 46 Section 3.25 Investigation; No Other Representations 46 Section 3.26 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 47
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Except as set forth in the disclosure schedules (the “Company Schedules”) of the Company delivered to Parent REIT and Parent OP concurrently with the execution and delivery of this Agreement (provided that any fact or condition disclosed in any Schedule in the Company Schedules will be deemed to be disclosed in any other Schedule in the Company Schedules and for purposes of any other representation or warranty made elsewhere in Article 3 to the extent that it is reasonably apparent that such disclosure is applicable to such other Schedule in the Company Schedules (notwithstanding the omission of a reference or cross reference thereto) or such other representation or warranty) and assuming, in each case, the accuracy of the representations and warranties of the Parent Parties in Article 5, the Company hereby represents and warrants to Parent OP as follows (it being understood that the representations and warranties in this Article 3 shall not be deemed to have been breached as a result of (x) any action taken by a Group Company after the date hereof (including the entry into any Contract), to the extent such action was taken in compliance with this Agreement, (y) any action not taken by a Group Company after the date hereof, to the extent such action was prohibited by this Agreement, or (z) the fact that any matter described in clause (x) or (y) above was (i) not included in the Company Schedules or (ii) not disclosed to or made available to the Parent Parties prior to the date hereof):
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Subject to Section 9.7, except as set forth in the Company Parties Disclosure Schedules, each of VSee and iDoc severally (and not jointly) hereby represents and warrants, solely in respect of itself and, where applicable, its Subsidiaries, to the Parent Parties, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Subject to Section 8.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to the ARYA Parties as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. (a) Subject to Section 8.8, except as set forth in the Company Disclosure Schedules, or (b) except as set forth in any Company SEC Report (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), the Company hereby represents and warrants to the MEOA Parties as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Subject to Section 8.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to the Dragoneer Parties as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Subject to Section 8.8, except as set forth on the Company Disclosure Schedules, the Company hereby represents and warrants to FLAC, in each case, as of the date of this Agreement and as of the Closing Commencement Date (or in the case of representations and warranties that speak of a specified date, as of such specified date), as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Except as set forth in the Company SEC Reports publicly available prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Company SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements) (it being acknowledged that nothing disclosed in such a Company SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 3.01 (Organization and Qualification; Subsidiaries), Section 3.03 (Capitalization) and Section 3.04 (Authority Relative to This Agreement)) and except as set forth in the Company’s disclosure schedule delivered by the Company in connection with this Agreement (the “Company Disclosure Schedule”) (which disclosure in the Company Disclosure Schedule shall be deemed to qualify or provide disclosure in response to (i) the section or subsection of this Article III that corresponds to the section or subsection of the Company Disclosure Schedule in which any such disclosure is set forth and (ii) any other section or subsection of this Article III to the extent that its relevance to such section or subsection is reasonably apparent on the face of such disclosure), the Company hereby represents and warrants to Kcompany as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Subject to Section 8.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to the HighCape Parties as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES. Subject to Section 8.8, except as set forth on the Company Disclosure Schedules, the Company hereby represents and warrants to SPAC as follows.
