REPRESENTATIONS AND WARRANTIES OF TBG CONCERNING TBG AND ITS SUBSIDIARY. 8 3.01 Organization and Authorization 9 (a) Due Organization, Etc 9 (b) Power and Authority 9 (c) Non-contravention 9 (d) Capitalization 10 (e) Subsidiaries 11 (f) Articles, Bylaws and Minutes 12 (g) Officers and Directors 12 3.02 Bottling Authorizations 12 (a) List 12 (b) Territories of Other Bottler 12 (c) Transshipment 12 3.03 Indebtedness 12 3.04 Financial Matters 13 (a) Financial Statements 13 (b) Other Liabilities 13 (c) Accounts Receivable 13 (d) Swaps 14 3.05 Absence of Certain Changes and Events 14 (a) Adverse Change 14 (b) Damage 14 (c) Distributions 14
REPRESENTATIONS AND WARRANTIES OF TBG CONCERNING TBG AND ITS SUBSIDIARY. TBG hereby represents and warrants to Buyers as follows as of the date of this Agreement and as of the Closing Date, with full knowledge that such representations and warranties being true at those times are a material consideration and inducement to the execution of this Agreement by Buyers and the consummation of the transactions contemplated hereunder and that if they are breached, such breach may (1) as specifically provided in Section 7.03, relieve the Buyers of their obligation to effect the 15 Exchange, and (2) as specifically provided in Article VI, form 9 the basis for a post-Closing reduction to the Exchange Consideration:
