Representations of Newco. Each of Newco, RhinoRx, HippoRx and the other members of the Newco Group represents and warrants as of the date hereof and as of the Closing Date that it has no plan or intention, and except as set forth on Schedule 5.05 (which Schedule Newco agrees to update promptly as the result of any changed circumstances through the Effective Time), it has no Knowledge of any plan or intention of any other Person, to take any action that could prevent the Distributions from qualifying as transactions described in Section 355(a) of the Code or the RhinoRx Common Stock and HippoRx Common Stock from being treated as “qualified property” for purposes of Section 355(c)(2) or Section 361(c)(2) of the Code, including any action inconsistent with the information and representations furnished to the IRS in connection with the request for a private letter ruling (or any supplemental rulings) with respect to the Distributions or to Tax counsel pursuant to Section 13.02(b) or 13.03(b) of the Master Transaction Agreement.
Representations of Newco. Newco represents and warrants to the Company as follows:
Representations of Newco. Newco hereby represents and warrants to the Principal Stockholders that:
Representations of Newco. Newco hereby, represent and warrant to the Principals that:
Representations of Newco. 24 5.01 Organization and Authority............................................................24 5.02 Authorization.........................................................................24 5.03
Representations of Newco. Newco represents and warrants to Hancxxx xx follows:
Representations of Newco. NewCo and Ampace, jointly and severally, make the following representations and warranties to, and covenants with, Stockholder. When a representation or warranty is made "to the best of NewCo's or Ampace's knowledge," NewCo and/or Ampace shall, after a reasonably diligent investigation, have reasonable ground to believe, and shall believe, that the representation and warranty as stated is true. References to Ampace shall include all subsidiaries or other businesses under its control as the context shall require. As of the Closing Date, NewCo and Ampace shall be deemed to have made such representations and warranties at and as of such time.
Representations of Newco. TCS hereby represents and warrants to UTEK, as follows:
Representations of Newco. As an inducement to Optiant and the Shareholders to enter into this Agreement, NEWCO represents, warrants, and agrees as follows:
Representations of Newco. NEWCO represents, warrants, and agrees as follows:
