Representations and Warranties of Company T. Company T represents and warrants to each Company Y Shareholder that Company T has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by Company T of this Agreement, the performance by Company T of its obligations hereunder and the consummation by Company T of the transactions contemplated by this Agreement have been duly and validly authorized by Company T and no other actions or proceedings on the part of Company T are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Company T and, assuming this Agreement constitutes a valid and binding obligation of each Company Y Shareholder, constitutes a legal, valid and binding agreement of Company T enforceable against Company T in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Representations and Warranties of Company T. Section 3.1 Organization and Qualification; Subsidiaries 10 Section 3.2 Capitalization of Company T and Its Subsidiaries 10 Section 3.3 Authority 11 Section 3.4 SEC Reports; Financial Statements 12 Section 3.5 Information Supplied 13 Section 3.6 No Undisclosed Liabilities 14 Section 3.7 Absence of Changes 14 Section 3.8 Consents and Approvals; No Violations 15 Section 3.9 Property 16 Section 3.10 Legal Proceedings 16 Section 3.11 Permits; Compliance with Applicable Laws 16 Section 3.12 Employee Benefit Plans 18 Section 3.13 Labor Matters 19 Section 3.14 Taxes 19 Section 3.15 Material Contracts 20 Section 3.16 Insurance Matters 21 Section 3.17 Intellectual Property 21 Section 3.18 PRC Subsidiaries 23 Section 3.19 Takeover Statutes 24 Section 3.20 Interested Party Transactions 24 Section 3.21 Opinion of Financial Advisor 24 Section 3.22 Brokers 24 Section 3.23 Non-Reliance 25 Section 3.24 No Additional Representations 25 ARTICLE IV
Representations and Warranties of Company T. Except as (A) disclosed in the Company T SEC Reports filed with, or furnished to the SEC prior to the date hereof (other than disclosures in such Company T SEC Reports contained in the “Risk Factors” and “Forward-Looking Statements” sections thereof or any other disclosures of risks or uncertainties in the Company T SEC Reports which are nonspecific, cautionary, predictive or forward-looking in nature) or (B) set forth in the section of the disclosure schedule delivered to Company Y by Company T on the date hereof (the “Company T Disclosure Schedule”) that specifically relates to a specified section or subsection of this Article III, or any other section or subsection of this Agreement to the extent that it is reasonably apparent that such information is relevant to such other section or subsection, Company T hereby represents and warrants to Company Y and Merger Sub that:
