REPRESENTATIONS AND WARRANTIES OF MENTORIX. 11 3.1 Organization, Standing and Power; Subsidiaries. 11 3.2 Capital Structure. 13 3.3 Authority 14 3.4 Compliance with Laws and Other Instruments; Non-Contravention 14 3.5 Technology and Intellectual Property Rights 15 3.6 Financial Statements; Business Information 18 3.7 Taxes 19 3.8 Absence of Certain Changes and Events 22 3.9 Leases 25 3.10 Personal Property; Real Estate 25 3.11 Certain Transactions 26 3.12 Litigation and Other Proceedings 26 3.13 No Defaults 26 3.14 Major Contracts 26 3.15 Material Reductions 28 3.16 Banking Facilities 28 3.17 Employees and Labor Matters 28 3.18 Employee Benefit Plans 30 3.19 Plan Payments. 31 3.20 Guarantees and Suretyships 32 3.21 Brokers and Finders 32 3.22 Certain Payments 32 3.23 Environmental Matters 32 3.24 Enforceability of Contracts, etc. 33 3.25 Information Statement. 33 3.26 Insurance. 33 3.27 Compliance with Laws; Permits. 34 3.28 Disclosure. 34 3.29 Reliance. 34 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS 34 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 35 5.1 Organization and Qualification. 35 5.2 Authority Relative to this Agreement 36 5.3 Non-Contravention 36 5.4 Litigation 36 ARTICLE VI. COVENANTS OF MENTORIX 36 6.1 Conduct of Business in Ordinary Course 36 6.2 Dividends, Issuance of, or Changes in Securities 37 6.3 Governing Documents 38 6.4 No Acquisitions 38 6.5 No Dispositions 38 6.6 Indebtedness 38 6.7 Compensation 38 6.8 Claims 38 6.9 Access to Properties and Records 39 6.10 Breach of Representations and Warranties. 39 6.11 Tax Returns 39 6.12 Shareholder Approval 39 6.13 Preparation of Disclosure and Solicitation Materials 39 6.14 Exclusivity; Acquisition Proposals 39 6.15 Notice of Events 40 6.16 Reasonable Best Efforts 40 6.17 Insurance 40 6.18 Resignations 40 ARTICLE VII. COVENANTS OF PARENT 41 7.1 Breach of Representations and Warranties 41 7.2 Consents 41 7.3 Reasonable Best Efforts 41 7.4 Officers and Directors. 41 7.5 Notice of Events 41 ARTICLE VIII. ADDITIONAL AGREEMENTS 42 8.2 Legal Conditions to the Merger. 42 8.3 Employee Benefits. 42 8.4 Expenses. 42 8.5 Additional Agreements 43 8.6 Public Announcements. 43 8.7 Confidentiality 43 8.8 Tax Covenants 43
REPRESENTATIONS AND WARRANTIES OF MENTORIX. Except as set forth in the disclosure schedule of Mentorix dated as of the date hereof and delivered herewith to Parent (the “Mentorix Disclosure Schedule”) which identifies the section and subsection to which each disclosure therein relates (provided, however, that Mentorix will be deemed to have adequately disclosed with respect to any section or subsection any matters that are clearly described elsewhere in such document if the applicability of such disclosure to such non-referenced sections or subsections is clearly apparent and Mentorix has not intentionally omitted any required cross-references), and whether or not the Mentorix Disclosure Schedule is referred to in a specific section or subsection, Mentorix represents and warrants to Parent and Merger Sub as follows:
