REPRESENTATIONS AND WARRANTIES OF GEMTRON CONCERNING TST. 5 4.1. Organization, Power and Qualification 5 4.2. Subsidiaries 5 4.3. Authorization by TST 5 4.4. No Violation; TST Consents 6 4.5. Capitalization 6 4.6. Financial Statements 6 4.7. Liabilities and Obligations 7 4.8. Absence of Certain Changes 7 4.9. Tax Returns and Reports 9 4.10. Title to and Condition of Assets 10 4.10.1. Title and Condition 10 4.10.2. All Assets Necessary 11 4.11. Real Estate and Leases 11 4.12. Material Contracts 11 4.13. Receivables 13 4.14. Inventory 13 4.15. Litigation 13 4.16. Bank Accounts, Guarantees, Powers of Attorney, Systems Access 13 4.17. Insurance 13 4.18. Employment and Labor Matters 14 4.19. Employee Benefits 15
REPRESENTATIONS AND WARRANTIES OF GEMTRON CONCERNING TST. As an inducement for Methode to enter into this Agreement Gemtron represents and warrants to Methode as of the date hereof and as of the Closing Date (except with respect to those representations and warranties that address matters only as of a particular date, which are made as of such date) as follows:
