REPRESENTATIONS AND WARRANTIES OF SELLER COMPANIES. 11 Section 4.1 Organization 11 Section 4.2 Authorization 11 Section 4.3 Binding Agreement 11 Section 4.4 Absence of Conflicting Agreements 12 Section 4.5 No Consents Required 12 Section 4.6 No Proceedings 12 Section 4.7 Brokers or Finders 12 Section 4.8 Title to the Acquired Assets 12 Section 4.9 Wholesale Customers 13 Section 4.10 Accounts 16 Section 4.11 Leased Real Property 16 Section 4.12 Sufficiency of Assets 16 Section 4.13 Books and Records 16 Section 4.14 Claims, Litigation and Disputes 16 Section 4.15 Absence of Liabilities 17 Section 4.16 Compliance with Law 17 Section 4.17 Trip Expenses; Money Order Deposits 17 Section 4.18 Assumed Contracts 17 Section 4.19 Financial Information 18 Section 4.20 Taxes 18 Section 4.21 Employees and Related Matters 19 Section 4.22 Intellectual Property 21 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER 22 Section 5.1 Organization 22 Section 5.2 Authorization 23 Section 5.3 Binding Agreement 23 Section 5.4 Absence of Conflicting Agreements 23 Section 5.5 No Consents Required 23 Section 5.6 No Proceedings 23 Section 5.7 Claims, Litigation and Disputes 23 Section 5.8 Brokers or Finders 24 Section 5.9 Financial Capability 24 Section 5.10 Due Diligence Review 24 Execution Version
REPRESENTATIONS AND WARRANTIES OF SELLER COMPANIES. The Seller Companies represent and warrant to Purchaser that the statements contained in this Article IV are true, correct and complete as of the date of this Agreement, and will be true, correct and complete as of the Closing Date and, with regard to Section 4.21, as of the Employee Closing (as though made then and as though the Closing Date or the Employee Closing, as applicable, were substituted for the date of this Agreement throughout this Article IV) except as set forth in, or as supplemented by, the disclosure schedule delivered by Seller to Purchaser on the date hereof (the “Seller Disclosure Schedule”), attached hereto as Schedule IV. The Seller Disclosure Schedule with respect to this Article IV will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article IV. The disclosure of any fact or item in any such numbered and lettered section of the Seller Disclosure Schedule shall, should the existence of such fact or item be relevant to any other section of the Seller Disclosure Schedule, be deemed to be disclosed with respect to such other section of the Seller Disclosure Schedule only so long as the relevance of such disclosure to such other section of the Seller Disclosure Schedule is readily apparent.
