REPRESENTATIONS AND WARRANTIES OF THE MURANO PARTIES. Section 4.1. Organization 31 Section 4.2. Due Authorization 32 Section 4.3. No Conflict 33 Section 4.4. Governmental Authorities; Approvals 33 Section 4.5. Capitalization of the Company 33 Section 4.6. Capitalization of the Group Companies 34 Section 4.7. Financial Statements 35 Section 4.8. No Undisclosed Liabilities 36 Section 4.10. Litigation and Proceedings 37 Section 4.11. Legal Compliance 37 Section 4.12. Contracts; No Defaults 37 Section 4.13. Company Benefit Plans. 40 Section 4.14. Labor Relations; Employees 41 Section 4.15. Taxes 43 Section 4.16. Brokers’ Fees 46 Section 4.17. Insurance 46 Section 4.18. Permits; Regulatory Matters 47 Section 4.19. Equipment and Other Tangible Property 47 Section 4.20. Real Property. 47 i TABLE OF CONTENTS Page Section 4.21. Intellectual Property. 50 Section 4.22. Privacy and Cybersecurity. 52 Section 4.23. Environmental Matters. 53 Section 4.24. Absence of Changes 54 Section 4.25. Anti-Corruption Compliance. 55 Section 4.26. Anti-Money Laundering Laws; Sanctions and International Trade Compliance 55 Section 4.27. Information Supplied 56 Section 4.29. Government Contracts 56 Section 4.30. No Outside Reliance 57 Section 4.35. No Additional Representations or Warranties 58
REPRESENTATIONS AND WARRANTIES OF THE MURANO PARTIES. Except as set forth in the disclosure letter delivered to HCM by the Company on the date of this Agreement (the “Company Disclosure Letter”) (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article IV), the Murano Parties represent and warrant to HCM as of the date hereof and as of the Closing Date (except for those representations made as of a date other than the date hereof which are only made as of such other date), as follows:
