REPRESENTATIONS AND WARRANTEES OF THE COMPANY. The Company hereby represents and warrants to each Investor that, except as set forth on the schedule of exceptions attached as Exhibit C (the "Schedule of Exceptions"):
REPRESENTATIONS AND WARRANTEES OF THE COMPANY. Subject to the letter of the Company, dated the date hereof and addressed to the Parent and Merger Sub (the "Company Disclosure Letter"), the Company hereby represents and warrants to the Parent and Merger Sub that:
REPRESENTATIONS AND WARRANTEES OF THE COMPANY. SECTION 4.1. Organization and Qualifications; Subsidiaries 11 SECTION 4.2. Articles of Incorporation and Bylaws 12 SECTION 4.3. Capitalization 12 SECTION 4.4. Authority Relative to This Agreement 14 SECTION 4.5. No Conflict; Required Filings and Consents; Certain Contracts 14 SECTION 4.6. Compliance 15 SECTION 4.7. SEC Reports and Financial Statements 15 SECTION 4.8. Absence of Certain Changes or Events 16 SECTION 4.9. Litigation 16 SECTION 4.10. Information Statement 16 SECTION 4.11. Employee Benefit Plans 17 SECTION 4.12. Labor and Employment Matters 18 SECTION 4.13. Vote Required 18 SECTION 4.14. Opinion of Financial Advisor 19 SECTION 4.15. Brokers 19 SECTION 4.16. Taxes 19 SECTION 4.17. Licenses and Permits 20 SECTION 4.18. Title to Assets 21 SECTION 4.19. Material Contracts 21 SECTION 4.20. Intellectual Property Rights 22 SECTION 4.21. State Takeover Statutes Inapplicable 23 SECTION 4.22. Rights Agreement 23 SECTION 4.23. Year 2000 23 SECTION 4.24. Insurance 24 SECTION 4.25. Environmental Matters 24 ARTICLE V REPRESENTATIONS AND WARRANTEES OF THE PARENT AND MERGER SUB SECTION 5.1. Organization and Qualifications; Subsidiaries 26 SECTION 5.2. Certificate of Incorporation and Bylaws 26 SECTION 5.3. Authority Relative to This Agreement 26 SECTION 5.4. No Conflict 27 SECTION 5.5. Offer Documents 27 SECTION 5.6. Board Approval 27 SECTION 5.7. Vote Required 28 SECTION 5.8. No Arrangements Triggering Section 302A.673 of the MBCA 28 SECTION 5.9. Merger Sub 28 SECTION 5.10. Financing 28
REPRESENTATIONS AND WARRANTEES OF THE COMPANY. The Company hereby represents and warrants to the Consultant that:
REPRESENTATIONS AND WARRANTEES OF THE COMPANY. The Company hereby represents and warrants to the Purchaser as follows:
