REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and Principal represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. MEMBER 17 3.1 Organization 17 3.2 Ownership 17 3.3 Authority, Validity and Enforceability 17 3.4 No Subsidiaries 18 3.5 No Conflict 18 3.6 Consents 18 3.7 Financial Statements; Undisclosed Liabilities. 18 3.8 Accounts Receivable 19 3.9 Absence of Certain Developments 19 3.10 Compliance with Laws; Governmental Authorizations; Licenses 19 3.11 Litigation 20 3.12 Real Property; Person Property. 20 3.13 Taxes. 21 3.14 Environmental Matters 22 3.15 Employee Matters 22 3.16 Employee Benefit Plans. 22 3.17 Intellectual Property Rights 23 3.18 Material Contracts 25 3.19 Insurance 27 3.20 Title to Assets 27 3.21 Customers and Suppliers. 27 3.22 Affiliate Transactions 28 3.23 Brokers 28 3.24 Product Liability Claims 28 3.25 Warranties 28 3.26 Securities Law 28 3.27 Disclosure 29 3.28 No Other Representations 29 TABLE OF CONTENTS (continued) Page
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and Principal hereby jointly and severally make the representations and warranties set forth in this
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and Principal jointly and severally represent and warrant to Buyer that each of the representations and warranties set forth below are true and correct as of the date hereof, except to the extent that such representation or warranty expressly states that such representation or warranty is made as of an earlier date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL. Seller and each Principal represents and warrants to Buyer that the statements contained below are true and correct, except as set forth in the disclosure schedule (the “Seller Disclosure Schedule”) delivered by Seller and the Principal to Buyer, on the date hereof. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify other sections and subsections in this Article III where it should be reasonably apparent that such disclosure relates to other such sections and subsections. When used herein, the phrase “
