REPRESENTATIONS AND WARRANTIES REGARDING THE SUBJECT ENTITIES. Contributor and Retail Parent, jointly and severally, hereby represent and warrant to Acquiror as follows, provided, that each representation and warranty with respect to SUN LLC is being made exclusively by Contributor and to the exclusive knowledge of Contributor for which the Acquiror has no knowledge:
REPRESENTATIONS AND WARRANTIES REGARDING THE SUBJECT ENTITIES. 24 Section 4.1 Organization and Qualification of the Subject Entities 24 Section 4.2 Capitalization of the Subject Entities, Subsidiaries 24 Section 4.3 Authority 26 Section 4.4 Contributor Financial Statements 26 Section 4.5 Consents and Approvals; No Violations 27 Section 4.6 Company Material Contracts 27 Section 4.7 Absence of Changes 29 Section 4.8 Litigation 30 Section 4.9 Compliance with Applicable Law 31 Section 4.10 Environmental Matters 31 Section 4.11 Tax Matters 33 Section 4.12 Brokers 34 Section 4.13 Title to Properties and Assets 34 Section 4.14 Transactions with Affiliates 34 Section 4.15 Employees and Employee Benefit Plans 35 Section 4.16 Subject Entity Assets 35 Section 4.17 SUN LLC Financial Statements 36 Section 4.18 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 36 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF RETAIL PARENT 36 Section 5.1 Organization and Qualification 36 Section 5.2 Authority 37 Section 5.3 Consents and Approvals; No Violations 37 Section 5.4 Title to SUN R&M, Sunmarks and Atlantic Refining 38 Section 5.5 Litigation 38 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES 38 Section 6.1 Organization and Qualification 38 Section 6.2 Authority 39 Section 6.3 Consents and Approvals; No Violations 39 Section 6.4 Valid Issuance; Listing 39
REPRESENTATIONS AND WARRANTIES REGARDING THE SUBJECT ENTITIES. AND THE PARTNERSHIP Any representation or warranty in this Article 4 or elsewhere that is qualified to the “knowledge of such Seller” or “to such Seller’s knowledge” or with any similar knowledge qualification is limited to the information actually known by the individuals listed in Schedule 3.0 with respect to such Seller. Except (i) as set forth in the Schedules to this Agreement that make reference to a particular subsection of this Agreement to which exception is being taken, or (ii) as disclosed in the SEC Documents (excluding any disclosures set forth in any such SEC Documents under the heading “Risk Factors” or in any section related to forward-looking statements (other than any factual information contained within such headings, disclosure or statements) filed on or after January 1, 2016 and prior to the Execution Date, each Seller, severally and not jointly, hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:
