REPRESENTATIONS AND WARRANTIES OF SELLER AND TRUST. Seller and the Trust, jointly and severally, represent and warrant to, and agree with, Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND TRUST. 9- 3.1 Organization and Related Matters -9- 3.2 Capital Stock; Title to Shares. -10- 3.3 Financial Statements -11- 3.4 SEC Reports -12- 3.5 Authorization; No Conflicts -12- 3.6 Legal Proceedings -13- 3.7 Compliance with Law and Permits -14- 3.8 Dividends and Other Distributions -14- 3.9 Certain Interests -14- 3.10 No Brokers or Finders -15- 3.11 Employee Benefit Plans -15- 3.12 Labor Matters -16- 3.13 Properties -16- 3.14 Tax Matters -18- 3.15 Material Contracts -20- 3.16 Insurance -20- 3.17 Environmental Matters -21- 3.18 Trust Records; Accounting Records -21- 3.19 New York Stock Exchange Listing -22- 3.20 Disclosure of Facts -22-
REPRESENTATIONS AND WARRANTIES OF SELLER AND TRUST. Except as set forth in the Disclosure Schedule, Seller and Trust and each of them jointly and severally represent and warrant for the benefit and reliance of Purchaser as follows (all of the foregoing representations and warranties shall be deemed to have been restated in full for the benefit and reliance of Purchaser at Closing):
