REPRESENTATIONS AND WARRANTIES OF CAMERON. Except (i) as set forth in the disclosure letter delivered to Schlumberger US and Schlumberger by Cameron at or prior to the execution hereof (the “Cameron Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken, subject to Section 11.10, (ii) with respect to the Subsea segment of Cameron (the “Joint Venture”) and its Subsidiaries, assets, liabilities, businesses, operations and results of operations, to the extent actually known to the Schlumberger representatives on the governing board of the Joint Venture, or (iii) as disclosed in the Cameron Reports filed or furnished after December 31, 2014 and prior to the date hereof (excluding any disclosures in such Cameron Reports in any risk factors section, in any section related to forward looking statements and other disclosures that are predictive or forward-looking in nature), Cameron represents and warrants to Schlumberger US and Schlumberger that:
REPRESENTATIONS AND WARRANTIES OF CAMERON. 48 5.1 Due Organization, Good Standing and Power 48 5.2 Authorization and Validity of Agreements 49 5.3 Lack of Conflicts 49 5.4 No Consents 50 5.5 Certain Fees 50 5.6 Financial Information; Absence of Undisclosed Liabilities 50 5.7 No Material Changes 51 5.8 Cameron Transferred Subsidiaries 51 5.9 Real Property 51 5.10 Title to Personal Property 53 5.11 Cameron Governmental Approvals 53 5.12 Taxes 53 5.13 Employees 54 5.14 Compliance with Laws 55 5.15 Legal Proceedings 55 5.16 Sufficiency and Condition of the Cameron Transferred Assets 55 5.17 Material Contracts 55 5.18 Proprietary Rights 57 5.19 Employee Benefit Matters 57 5.20 No Stock of U.S. Corporation 59 5.21 Environmental Matters 59
REPRESENTATIONS AND WARRANTIES OF CAMERON. Except as set forth in the corresponding Section of the Cameron Disclosure Letter, it being understood that any disclosure set forth in the applicable paragraph or Section of the Cameron Disclosure Letter shall be deemed to be disclosed for any other Section or paragraph of the Cameron Disclosure Letter or for any portion of this Article 5 to which the relevance of such disclosure is reasonably apparent from the context of such disclosure, Cameron represents, warrants and covenants to Schlumberger, Schlumberger US and Schlumberger BV, as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specified date, in which case only at and as of such specified date), that the following are true and correct:
