3.8 CIM. To the knowledge of the Company, the CIM (as defined in Section 5.4) does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The financial statements (together with the related notes and schedules) of PMC and its consolidated subsidiaries included in the CIM present fairly in all material respects the financial position of PMC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby.
REPRESENTATIONS AND WARRANTIES OF PSYOP
Psyop hereby represents and warrants to the Company as of the date hereof and as of the Closing Date that:
4.1 Organization; Good Standing. Psyop (a) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation and (b) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
4.2 Organizational Documents. Psyop has made available to the Company true, correct and complete copies of the forms of certificate of incorporation and bylaws of Psyop.
4.3 Authorization. Psyop has the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder, have been authorized by all necessary corporate action of Psyop, and this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with this Agreements terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights in general and subject to general principles of equity.
4.4 Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by Psyop does not conflict with, or result in any violation of or default under, Psyops certificate of incorporation or bylaws, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to Psyop or its business.
4.5 No Assets or Liabilities; Subsidiaries. Other than (a) 63,768 Class A-1 Units of PMC (the PMC Units), and (b) an amount of cash on hand no greater than $[50,000], Psyop does (x) not have any assets of any kind and is not subject to any liabilities or obligations of any kind, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise and (y) does not own, of record or beneficially, or control any direct or indirect equity interest, or any right (contingent or otherwise) to acquire equity interests, in any corporation, partnership, limited liability company, joint venture, association or other entity.
4.6 Capitalization. The authorized capital stock of Psyop consists, as of the date of this Agreement, and will consist, as of the Closing Date, of 27,000 Psyop Common Shares, [●] of which are, and will be on the Closing Date, issued and outstanding. No shares of capital stock of Psyop are reserved for any purpose, and there are no issued or outstanding securities or other instruments