Representations and Warranties of Principal Sellers and the
Company. Except with respect to Section 6(f) hereof (but only to the extent that such representations and warranties relate to Sellers and only in respect of each such Seller (and not jointly, but only severally) and not the Company) as to which each Seller represents and warrants to Purchaser, Principal Sellers and the Company jointly and severally represent and warrant to Purchaser as follows:
Representations and Warranties of Principal Sellers and the
Company. 7 Section 2.1. Organization and Good Standing 7 Section 2.2. Authority; No Conflict 8 Section 2.3. Capitalization 8 Section 2.4. Financial Statements 9 Section 2.5. Real Property 9 Section 2.6. Personal Property 10 Section 2.7. Taxes 10 Section 2.8. Employees 11 Section 2.9. Employee Benefits 11 Section 2.10. Compliance with Legal Requirements 12 Section 2.11. Governmental Authorizations 12 Section 2.12. Legal Proceedings; Orders 12 Section 2.13. Environmental Matters 12 Section 2.14. Insurance 15 Section 2.15. Contracts 15 Section 2.16. Intellectual Property 16 Section 2.17. Accounts Receivable 18 Section 2.18. Sufficiency of Assets 18 Section 2.19. No Undisclosed Liabilities 18 Section 2.20. Material Adverse Change 18 Section 2.21. Absence of Certain Changes and Events 18 Section 2.22. Transactions with Related Persons 18 Section 2.23. Brokers or Finders 18 Section 2.24. Change in Control Payments 19 Section 2.25. Disclosure 19
Representations and Warranties of Principal Sellers and the
Company. In order to induce Buyer to enter into this transaction, Mxxx X. Xxxxxx, The Monroe Revocable Trust, Mxxxxxx X. XxXxxxx, Dxxxxx X. Xxxxx, Jxxxxxxx X. Major, Sxxxxx X. Xxxxx and Cxxxxxxxxxx X. Xxxxx (individually, a “Principal Seller” and collectively, the “Principal Sellers”) and the Company, jointly and severally, represent and warrant to Buyer that, except as set forth in the disclosure schedules of the Company (collectively, the “Disclosure Schedule”), the statements made in this Article II are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered sections contained in this Article II.
