REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. 6.1 Organization of Buyer and Buyer Parent 13 6.2 Authority of Buyer Parent, Buyer and the Members 13 6.3 No Finder 14 6.4 No Proceedings 14 6.5 Compliance with WARN Act 14 6.6 Antitrust Compliance 14 ARTICLE VII ADDITIONAL AGREEMENTS 7.1 Additional Payments 14 7.2 Taxes 15 7.3 Employees and Consultants 15 7.4 New Members 15
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. As an inducement to Parent and Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Parent and Buyer hereby jointly and severally represent and warrant to Parent and Seller and agree as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. 5.01 Organization; Authority..................................................................60 5.02 No Violation; Consents and Approvals.....................................................61 5.03 Litigation...............................................................................61 5.04 Brokers..................................................................................61
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Each of Buyer Parent and Buyer hereby represents and warrants to Seller Parent and Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Section 5.1. Incorporation; Ownership and Authority 31 Section 5.2. Capitalization 32 Section 5.3. No Operations 32 Section 5.4. Consents and Approvals; No Violations 32 Section 5.5. Financing 33 Section 5.6. Broker’s Fees 33 ARTICLE VI COVENANTS AND AGREEMENTS OF THE PARTIES Section 6.1. Operation of the Business 33 Section 6.2. Corporate Examinations and Investigations 34 Section 6.3. Know-How Licenses 35 Section 6.4. Efforts 35 Section 6.5. Employee Matters 36 Section 6.6. Use of Retained Names and Marks 37 Section 6.7. Interim Period Preclinical and Clinical Trial Activities 37 Section 6.8. Exclusivity 38 Section 6.9. Matters related to Cyclerion Stockholders Meeting 41 Section 6.10. Buyer Parent Purchase Agreement 43 Section 6.11. Taxes 43 Section 6.12. FDA Letters 44 Section 6.13. Post-Closing Matters 45 Section 6.14. Joint Confidentiality Agreements 46 ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Buyer Parent and Buyer hereby jointly and severally represent and warrant to Cyclerion as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Except as set forth in Schedules attached hereto and delivered by Buyer to Seller prior to the execution of this Agreement, each of Buyer Parent and Buyer represents and warrants to Seller Parent and Seller as of the date hereof and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date (except for such representations and warranties as are made only as of a specific date, which shall be only made as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. 26 SECTION 3.1 Organization and Existence.............................................26 SECTION 3.2 Authority; Binding Effect..............................................26 SECTION 3.3 No Material Adverse Change.............................................26
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. The Buyer Parties hereby jointly and severally represent and warrant to Seller that as of January 30, 2001 and August 7, 2001 (in each case except where such representation or warranty is expressly made only as of another specific date):
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. The Buyer’s Disclosure Schedules, which are incorporated herein by reference, set forth exceptions, qualifications and limitations to certain representations and warranties contained in this Article IV, and such representations and warranties in this Article IV are subject to, and qualified and limited by, reference to such exceptions, qualifications and limitations; provided, that the inclusion of information in the Buyer’s Disclosure Schedules shall not be construed as an admission that such information is material to the business, assets, liabilities, financial condition or results of operations of Buyer Parent or Buyer. Each exception, qualification and limitation set forth in the Buyer’s Disclosure Schedules is identified by reference to, or has been grouped under, a Schedule or heading referring to a specific individual Section of this Agreement and, except as specifically stated with respect to such exception, qualification or limitation, relates only to such Section and, if it is reasonably apparent that such exception, qualification or limitation would also be applicable to one or more other Sections, such other Sections. Except as set forth in the Buyer’s Disclosure Schedules, Buyer Parent and Buyer jointly and severally represent and warrant to Seller as follows:
