REPRESENTATIONS AND WARRANTIES OF NCIC AND NSP. Section 3.1 Organization and Good Standing..................................11 Section 3.2 Capitalization..................................................11 Section 3.3 Authority; No Violations........................................12 Section 3.4 Governmental Approvals and Notices..............................12 Section 3.5 Assets..........................................................13 Section 3.6 Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions................................................13 Section 3.7 No Other Representations or Warranties..........................14 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF NCIC AND NSP. Except as (x) set forth in the disclosure letter, dated as of the date hereof and delivered to NCIC Merger Sub and Partnership Merger Sub in connection with the execution and delivery of this Agreement (the "NCIC Disclosure Letter") or (y) actually known to ES or DH, each of NCIC and NSP represents and warrants to the Purchaser Parties as follows:
