REPRESENTATIONS AND WARRANTIES OF SELLER AND TARGET. 7 3.1 ORGANIZATION OF SELLER.............................................7 3.2 AUTHORIZATION OF TRANSACTION BY SELLER.............................7 3.3 NONCONTRAVENTION - SELLER..........................................7 3.4 BROKERS' FEES......................................................8 3.5 ORGANIZATION, QUALIFICATION, AND CORPORATE POWER OF TARGET ........8
REPRESENTATIONS AND WARRANTIES OF SELLER AND TARGET. Seller and Target jointly and severally represent and warrant to Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, except as set forth in the disclosure schedules delivered by Seller to Buyer on the date hereof (the "Disclosure Schedules"). Any matter disclosed in one Disclosure Schedule shall be deemed disclosed only in connection with the specific provisions of the Agreement to which it is referenced or cross-referenced. The Disclosure Schedules are arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
REPRESENTATIONS AND WARRANTIES OF SELLER AND TARGET. Seller and Target jointly and severally represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND TARGET. 18 Section 4.1 Organization and Qualification; Subsidiaries 18 Section 4.2 Authority; Board Approval 18 Section 4.3 No Conflict 19 Section 4.4 Capitalization 20 Section 4.5 Financial Statements 20 Section 4.6 Undisclosed Liabilities 21 Section 4.7 Absence of Certain Changes or Events 21 Section 4.8 Title; Leased Real Property 23 Section 4.9 Condition of Assets 24 Section 4.10 Subchapter S. Status. 24 Section 4.11 Intellectual Property 24 Section 4.12 Privacy and Data Security 26 Section 4.13 Software and IT 27 Section 4.14 Contracts 27 Section 4.15 Litigation 28 Section 4.16 Compliance with Laws; Permits 28 Section 4.17 Environmental Matters 28
REPRESENTATIONS AND WARRANTIES OF SELLER AND TARGET. Except as set forth in the Disclosure Schedules hereto, Seller and Target, jointly and severally, hereby represent and warrant to Parent and Merger Sub as of the Closing Date as follows:
