Hollis. Eden is a corporation ----------------- duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as they are now being owned, leased, operated and conducted. Hollis-Eden is qualified or licensed to do business xxx xx in good standing as a foreign corporation in each jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it requires such qualification or licensing, except where the failure to be so qualified or licensed could not have a Hollis-Eden Material Adverse Effect (as definex xx Xxxxion 3.6 hereof). The jurisdictions in which Hollis-Eden is qualified or licensed to do businesx xx x xxxeign corporation are set forth on Schedule 3.1. ------------- Hollis-Eden has no direct or indirect subsidiaries or affilixxxx, either wholly or partially owned, and Hollis-Eden does not hold any economic, voting xx xxxxxxxent interest in any corporation, proprietorship, firm, partnership, limited partnership, trust, association, individual or other entity (a "Person") or own any security issued by any Person. True, correct and complete copies of the Certificate of Incorporation and By-laws, as amended, and minutes of meetings (or written consents in lieu of meetings) of the Boards of Directors (and all committees thereof) and stockholders of Hollis-Eden have been, or prior to the Closing Xxxx xxxx have been, delivered to IAC.
Hollis. Eden has obtxxxxx xxx is in compliance xxxx xxx governmental permits, licenses, registrations, certificates of occupancy, approvals and other authorizations (collectively, the "Permits") that are required for the complete operation of the business of Hollis-Eden as currently operated, except for any Xxxxxxx xxe absence of which would not result in a Hollis-Eden Material Adverse Effect. All of the Permits xxx currently valid and in full force and, to Hollis-Eden's knowledge, no revocation, cancellatxxx xx xxxxxxawal thereof has been threatened. Hollis-Eden has filed such timely and complete rexxxxx xxxxxcations as may be required with respect to the Permits. Except as set forth on Schedule 3.3, to Hollis-Eden's ------------- knowledge, the Permits, in their current state, will allow Hollis-Eden to continue to operate its business following the Effective Time in substantially the same manner as Hollis-Eden's business is currently operated.
Hollis. Eden has not granted any license or agreed to pay or receive any royalty in respect of any Intellectual Property; and
Hollis. Eden has obtained from each inventor of xxx Xxxxxx Applications and Patents that such inventor(s) have disclosed to counsel who prepared each of the Patent Applications and the applications underlying the Patents all prior art of which said inventor(s) are aware.
Hollis. Eden has no knowledge which, directly or xxxxxxxxxx, indicates an infirmity in any claim of the Patents or Patent Applications or any basis for invalidity or unenforceability of any claim of the Patents or Patent Applications.
Hollis. Eden has used its reasonable commercial xxxxxxx xx receive from each inventor named in each Patent Application and Patent all prior art, written or otherwise available from such inventor, relating to the subject matter claimed in any of them, and the names of each contributor toward the invention(s) claimed in each.
Hollis. Eden has delivered to IAC for inspection xxx xxxxxxx a true copy of each document in Hollis-Eden's possession relating directly or xxxxxxxxxx to each Patent Application, Patent and license agreement relating to the technology of Hollis-Eden's present and intended business axxxxxxxxx xxd has disclosed to IAC each and all facts, test results and other information known to Hollis-Eden which has, or to its knowledge may haxx, xxx xxxative impact upon the efficacy of the technology of the Patent Applications and Patents.
Hollis. Eden has ------------------------ conducted and currently is conducting its business in material compliance with all Laws relating to employment and employment practices, terms and conditions of employment, wages and hours and nondiscrimination in employment. In the opinion of management, the relationship of Hollis-Eden with its employees is good and there ix, xxx xxxxng the past two years there has been, no labor strike, dispute, slow-down, work stoppage or other labor difficulty pending or, to Hollis-Eden's knowledge, threatened against or ixxxxxxxx Xxxlis-Eden. None of the employees of Hollis-Xxxx xx xxxered by any collective bargaining agreemenx, xx collective bargaining agreement is currently being negotiated and no attempt is currently being made, or during the past two years has been made, to organize any employees of Hollis-Eden to form or enter a labor union or simxxxx xxxxxxzation.
Hollis. Eden has complied (and until the Effective Xxxx xxxx xomply) in all material respects with the provisions of the Code relating to the payment and withholding of Taxes and has, within the time and in the manner prescribed by Law, withheld from employee wages and paid over to the proper Governmental Authorities all amounts required.
Hollis. Eden, promptly following the execution of xxxx Xxxxement, shall call a meeting of stockholders (the "Hollis-Eden Stockholders' Meeting" and, together with the XXX Stockholders' Meeting, the "Meetings") to be held as promptly as practicable following the declaration of effectiveness by the SEC of the Registration Statement at Hollis-Eden's principal executive offices, for txx xxxxxxx, xmong others, of voting on the Merger contemplated herein. In connection with the Hollis- Eden Stockholders' Meeting, Hollis-Eden shxxx xxxxxxxxxxx xx xxxh holder of xxxxxx xx Hollis-Eden Common Stock for his or its informaxxxx x xxxy of the Joint Proxy Statement. Hollis-Eden shall cause its representatives to cxxxxxxxx xith IAC and its representatives in connection with the preparation and filing with the SEC of the Registration Statement.
