Examples of BioD Companies in a sentence
The copies of the Certificates of Formation and LLC Agreements of each of the BioD Companies and of BD Acquisition Group LLC made available to Parent are complete and correct and reflect all amendments made thereto at any time before the date of this Agreement.
Except as set forth on Schedule 3.21(a), the BioD Companies do not currently own, and have never owned any real property.
Except for the representations and warranties contained in this Article III (including the related portions of the disclosure schedules), neither the Company nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company or any of the other BioD Companies.
The BioD Companies are qualified to do business in the jurisdictions set forth on Schedule 3.1, which constitute all such qualifications that are required given the character of each of the BioD Companies’ assets and properties or in which the transaction of the Business makes such qualification necessary, except where the failure to be so qualified is not material to the conduct of the BioD Companies’ business.
The minute books and other books and records of each of the BioD Companies are substantially correct and complete.
All commissions and bonuses payable by the BioD Companies as of the Closing Date to such employees, or to any Person engaged as a consultant or contractor, for services performed on or before the Closing Date will have been, as of the Closing Date, either paid in full or properly accrued for on the books of the BioD Companies.
As the adjustment contemplated by Section 2.2, the Base Merger Consideration will be decreased by the amount, if any, by which the Estimated Closing Working Capital falls short of the $**** amount shown as the consolidated working capital of the BioD Companies in the June 30, 2016 Financial Statements (any such shortfall, the “Estimated Adjustment”).
No notices have been received by, and no claims have been filed against, any of the BioD Companies alleging a violation of any such Laws.
Each of the BioD Companies and all representatives acting on their behalf (with respect to actions taken on any BioD Company’s behalf) are in compliance in all material respects with all applicable Health Care Laws, including with respect to such BioD Company’s business, properties, assets, and the BioD Company Products.
To the Knowledge of the Company, there are no facts, circumstances, or conditions that currently exist that would reasonably be expected to form the basis for any Action by a Government Entity against or affecting any of the BioD Companies, any BioD Company’s business, any BioD Company’s assets, or the BioD Company Products relating to any Health Care Law.