REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as set forth in the disclosure schedule delivered by the Acquired Companies and Sellers to Purchaser on the date hereof (the “Disclosure Schedule”), which Disclosure Schedule is arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Agreement and which disclosure in any section or paragraph of the Disclosure Schedule shall qualify the corresponding section or subsection in this ARTICLE III other than Section 3.12(d) (it being understood and hereby agreed that, except with respect to Section 3.12(d), any disclosure in the Disclosure Schedule relating to one section or subsection shall also apply to any other sections and subsections if and to the extent that it is reasonably apparent on the face of such disclosure that such disclosure also relates to such other sections or subsections), the Acquired Companies jointly and severally represent and warrant to Purchaser as of the date hereof and as of the Closing Date (unless the particular statement speaks expressly as of another date, in which case as of such other date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as set forth in the Seller Disclosure Schedules (it being agreed that any disclosure of any item in any section of the Seller Disclosure Schedules shall be deemed disclosure with respect to each other section of this Agreement to which the relevance of such item is reasonably apparent), and subject to Section 4.16 hereof, Seller represents and warrants on behalf of itself and the Acquired Companies to the Acquirors as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. 23 Section 3.01 Organization of the Acquired Companies 23 Section 3.02 Authorization of Transactions by the Acquired Companies 23 Section 3.03 Noncontravention 23 Section 3.04 Litigation 24 Section 3.05 Capitalization 24 Section 3.06 Subsidiaries 24 Section 3.07 Brokers' Fees 25 Section 3.08 Books and Records 25 Section 3.09 Financial Statements 25 Section 3.10 Absence of Changes 26 Section 3.11 Absence of Undisclosed Liabilities 28 Section 3.12 Legal Compliance 29 Section 3.13 Title to Properties 29 Section 3.14 Real Property 30 Section 3.15 Tax Matters 31 Section 3.16 Intellectual Property 33 Section 3.17 Contracts and Commitments 35 Section 3.18 Insurance 36 Section 3.19 Employees 37 Section 3.20 Employee Benefits 38 Section 3.21 Environmental Laws 40 Section 3.22 Customers and Suppliers 40 Section 3.23 Affiliate Transactions 40 Section 3.24 Indebtedness 41 Section 3.25 Government Contracts 41 Section 3.26 Warranty and Liability 41 Section 3.27 Gross Profit and Gross Margin 41
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Each of the Acquired Companies represents and warrants to Purchaser, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as provided in the Disclosure Schedules (referencing the appropriate section and paragraph numbers in this Article 3; provided, however, that any disclosure under one such section or paragraph number shall be deemed to have been disclosed for all purposes of this Agreement in respect of all such other sections and paragraph numbers to the extent that the relevance of such disclosure to such other sections and paragraph numbers is reasonably apparent from the text of the Disclosure Schedules), the Acquired Companies jointly and severally represent and warrant to the Buyer as follows: 3.1.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. To the Seller’s Knowledge, the Sellers represent and warrant the following, as of the date of this Agreement and as of the Closing Date with respect to the Acquired Companies. For the avoidance of doubt, each and every representation and warranty set forth in this Article 3 is subject to the Seller’s Knowledge and each and every representation is to be interpreted as if the words “To the Seller’s Knowledge” preceded each and every sentence and/or independent clause in this Article 3.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as set forth in the Seller Disclosure Schedule, the Seller and the Acquired Companies hereby jointly and severally represent and warrant to the Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. The Acquired Companies jointly and severally represent and warrant, subject to such exceptions as are specifically disclosed in the Disclosure Schedule supplied by the Company to Parent and dated as of the date hereof, to and for the benefit of the Indemnitees, as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. 16 3.1 Organization of the Acquired Companies 16 3.2 Capital Structure 17 3.3 No Other Subsidiaries; Ownership Interests 18 3.4 Authority and Enforceability 19 3.5 No Conflict 20 3.6 Governmental Authorization 20 3.7 Financial Statements; No Undisclosed Liabilities 20 3.8 No Changes 22 3.9 Tax Matters 22 3.10 Restrictions on Business Activities 27 3.11 Title to Properties; Absence of Liens; Condition and Sufficiency of Assets 27 3.12 Intellectual Property 29 3.13 Agreements, Contracts and Commitments 39 3.14 Interested Party Transactions 42 3.15 Acquired Company Authorizations 42 3.16 Litigation 43 3.17 Books and Records 43 3.18 Environmental, Health and Safety Matters 43 3.19 Brokers’ and Finders’ Fees 44 3.20 Employee Benefit Plans and Compensation 44 3.21 Insurance 50 3.22 Compliance with Laws 51
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Subject to the disclosures set forth in the disclosure schedules delivered to Buyer by the Acquired Companies on or prior to the Agreement Date (the “Acquired Company Disclosure Schedule”), the Sellers hereby represent and warrant, severally and not jointly, as of the Agreement Date (with respect to the Acquired Companies and their respective Subsidiaries) and as of the U.S. Closing Date (with respect to ODA and its Subsidiaries) and the Australia Closing Date (with respect to ODA Australia and its Subsidiaries) (except to the extent any such representation or warranty expressly related to a different date, in which case, as of such date) to Buyer as follows (and the Sellers acknowledge that Xxxxx enters into this Agreement, any Related Agreements and the Transactions in reliance on the Sellers’ representations and warranties contained in this Article III):
