REPRESENTATIONS AND WARRANTIES OF CGI AND MERGER SUB. CGI and Merger Sub hereby jointly and severally represent and warrant to STC that:
REPRESENTATIONS AND WARRANTIES OF CGI AND MERGER SUB. CGI and Merger Sub represent and warrant to the Company that, except as set forth in (x) the (i) annual report on Form 10-K for the year ended December 31, 2019, filed by CGI on May 29, 2020 with the SEC and (ii) quarterly reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, filed by CGI on June 24, 2020 (as amended on July 6, 2020) and August 13, 2020, respectively, with the SEC or (y) the written disclosure schedule delivered by CGI to the Company (the “CGI Disclosure Schedule”), the statements contained in this Article III are true and correct as of the date hereof. The CGI Disclosure Schedule shall be arranged in parts and subparts corresponding to the numbered and lettered sections and subsections contained in this Article III. The disclosures in any part or subpart of the CGI Disclosure Schedule shall qualify other sections and subsections in this Article III to the extent it is reasonably apparent on its face that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the CGI Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material (including for purposes of federal and state securities laws), has resulted in or would reasonably be expected to result in a CGI Material Adverse Effect, or is outside the Ordinary Course of Business.
REPRESENTATIONS AND WARRANTIES OF CGI AND MERGER SUB. Except as disclosed in the disclosure letter (the “CGI Disclosure Letter”) delivered by CGI to NDX prior to the execution of this Agreement or as otherwise disclosed in the CGI SEC Reports, CGI and Merger Sub hereby represent and warrant to NDX as follows:
