REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PRINCIPAL STOCKHOLDERS. Except as set forth in the schedules referenced in this Article 3 and delivered by the Company to Buyer and Buyer’s Parent in connection with the execution and delivery of this Agreement (the “Schedules”), the Company and each Principal Stockholder represent and warrant to Buyer and Buyer’s Parent as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PRINCIPAL STOCKHOLDERS. SECTION 3.01. Organization, Authority and Qualification of the Company.. 16 SECTION 3.02. Subsidiaries.............................................. 16 SECTION 3.03. Capitalization............................................ 17 SECTION 3.04. Corporate Books and Records............................... 18 SECTION 3.05. No Conflict............................................... 18 SECTION 3.06. Governmental Consents and Approvals....................... 19 SECTION 3.07. Financial Information; Books and Records.................. 19 SECTION 3.08. Absence of Undisclosed Liabilities........................ 20 SECTION 3.09. Receivables............................................... 20 SECTION 3.10. Inventories............................................... 21 SECTION 3.11. Acquired Assets........................................... 21 SECTION 3.12. Sales and Purchase Order Backlog.......................... 21
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PRINCIPAL STOCKHOLDERS. Except as set forth in the Company's Disclosure Schedule (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such Disclosure Schedule relates) delivered to the Parent prior to the execution of this Agreement, and as an inducement to the Parent to enter into this Agreement, the Company and each Principal Stockholder, jointly and severally hereby represent and warrant to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PRINCIPAL STOCKHOLDERS. As of the date hereof and as of the Closing Date, each of the Company and each Principal Stockholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub, subject to such exceptions as are specifically disclosed in writing in the disclosure letter and referencing a specific representation supplied by the Company and the Principal Stockholders to Parent dated as of the date hereof and certified by a duly authorized officer of the Company (the "COMPANY SCHEDULE"), as follows:
