REPRESENTATIONS AND WARRANTIES OF BSC. As of the Initial Closing Date, BSC represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BSC. Section 3.01 Organization, Authority and Qualification of BSC and the Sellers 32 Section 3.02 No Conflict 33 Section 3.03 Governmental Consents and Approvals 33 Section 3.04 Financial Information 33 Section 3.05 Absence of Undisclosed Material Liabilities 34 Section 3.06 Conduct in the Ordinary Course 34 Section 3.07 Litigation 34 Section 3.08 Compliance with Laws; Permits 34 Section 3.09 Environmental Matters 35 Section 3.10 Intellectual Property 35 Section 3.11 Real Property 37 Section 3.12 Title to Purchased Assets; Sufficiency 37 Section 3.13 Labor Matters 38 Section 3.14 Employee Benefit Matters 39 Section 3.15 Taxes 41 Section 3.16 Material Contracts 41 Section 3.17 FDA Regulatory Compliance 43 i Section 3.18 Healthcare Regulatory Compliance 44 Section 3.19 Product Liability 45 Section 3.20 Customers and Suppliers 45 Section 3.21 Certain Business Practices 46 Section 3.22 Brokers 46 Section 3.23 Disclaimer of BSC 46 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BSC. BSC hereby represents and warrants to ArthroCare and its Affiliates that: (a) BSC is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware; (b) it has full power and authority required to enter into, execute and deliver this Agreement and to carry out its obligations under this Agreement and to perform the transactions contemplated herein; (c) this Agreement has been duly executed and delivered by, is the valid and binding obligation of, and is enforceable against it in accordance with its terms; (d) the execution, delivery and performance of this Agreement by it does not violate any other agreement to which it is a party or by which it is bound, or any applicable law to which it is bound or subject; and (e) it has the unrestricted right to disclose any information it submits to ArthroCare, free of all claims of third parties, and that such disclosures do not breach or conflict with any confidentiality provisions of any agreement to which it is a party.
REPRESENTATIONS AND WARRANTIES OF BSC. BSC hereby represents and warrants to the Company as of the date hereof and the Effective Time the following:
REPRESENTATIONS AND WARRANTIES OF BSC. Subject to such exceptions as disclosed in the Disclosure Schedule, BSC hereby represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF BSC. SECTION 6.01 Organization and Authority of BSC................................19 SECTION 6.02
REPRESENTATIONS AND WARRANTIES OF BSC. BSC hereby represents and warrants to Celsion as follows:
REPRESENTATIONS AND WARRANTIES OF BSC. BSC represents and warrants to Xxxxx that as of the date hereof or as of the indicated date, as appropriate, and except as otherwise disclosed in the BSC Disclosure Schedules (the “BSC Schedules”) hereto delivered by BSC to Xxxxx in connection with the execution of this Agreement:
REPRESENTATIONS AND WARRANTIES OF BSC. As an inducement to AMS to enter into this Agreement, BSC hereby represents and warrants to AMS that the following statements are true, correct and complete in all material respects as of the date hereof, and shall be true, correct and complete in all material respects as of the Initial Purchase Date, and as of each Call Option Purchase Date (except that on each Call Option Purchase Date, the representations with respect to the Shares shall mean the total number of Shares being purchased on such date):
REPRESENTATIONS AND WARRANTIES OF BSC. BSC hereby represents and warrants to the County Parties the following as of the date of execution of this Agreement:
