REPRESENTATIONS AND WARRANTIES OF MAIN SELLERS. The Main Sellers hereby jointly and severally represent and warrant to Purchaser, in the form of an independent guarantee (selbständiges Garantieversprechen) pursuant to Section 311 BGB that as of the date hereof and as of the Initial Closing Date:
REPRESENTATIONS AND WARRANTIES OF MAIN SELLERS. AND THE COMPANY 23 Section 3.1 Organizational Matters Regarding Sellers and the Company 23 Section 3.2 Capitalization of the Company, HoldCo, Intcomex LLC and Other Subsidiaries 24 Section 3.3 Subsidiaries of the Company 25 Section 3.4 Financial Statements 26 Section 3.5 Absence of Certain Changes or Events 27 Section 3.6 Licenses 28 Section 3.7 Litigation 28 Section 3.8 Compliance with Law 28 Section 3.9 Contracts 29 Section 3.10 Consents and Approvals 30 Section 3.11 Tax Matters 30 Section 3.12 Employee Benefits 32 Section 3.13 Environmental Matters 34 Section 3.14 Brokers and Finders 35 Section 3.15 Undisclosed Liabilities 35 Section 3.16 Intellectual Property 35 Section 3.17 Real Property 37 Section 3.18 Tangible Assets 38 TABLE OF CONTENTS (continued) Section 3.19 Borrowing Base Report 38 Section 3.20 Receivables 38 Section 3.21 Inventory 39 Section 3.22 Prepaid Expenses 39 Section 3.23 Accounts Payable 39 Section 3.24 Sufficiency of Assets 39 Section 3.25 Labor Matters 40 Section 3.26 Insurance 40 Section 3.27 Affiliate Transactions 41 Section 3.28 Customers and Suppliers 41 Section 3.29 No Registration under Securities Laws 41 Section 3.30 Intcomex Iquique and Tecnocapital 42 Section 3.31 Acknowledgement by Sellers 42 Section 3.32 No Other Representations or Warranties 42 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ADDITIONAL SELLERS 42 Section 4.1 Organizational Matters Regarding Additional Sellers 42 Section 4.2 Consents and Approvals 43 Section 4.3 Litigation 43 Section 4.4 No Registration under Securities Laws 43 Section 4.5 Brokers and Finders 44 Section 4.6 Acknowledgement by Additional Sellers 44 Section 4.7 No Other Representations or Warranties 44
REPRESENTATIONS AND WARRANTIES OF MAIN SELLERS. Each Main Seller, severally and not jointly (non solidairement), represents and warrants to the Purchaser as to himself, herself or itself only that all of the statements contained in this ARTICLE III are true and correct as of the Agreement Date (or, if expressly made as of a specified date, as of such date), and (except as otherwise expressly provided herein as being true and correct only as of the Agreement Date or any other specified date) will be true and correct as of the Closing Date (as though made on the Closing Date and as though the Closing Date were substituted for the Agreement Date, throughout this ARTICLE III).
