Representations and Warranties Concerning Transaction. Section 4.01
Representations and Warranties Concerning Transaction. (a) Sellers’ Representations and Warranties
(b) Buyer’s Representations and Warranties
Representations and Warranties Concerning Transaction. 2 2.1 Representations and Warranties of Seller and Parent 2 2.2 Representations and Warranties of Buyer 3
Representations and Warranties Concerning Transaction. 6
2.1 Representations and Warranties of Sellers 6 2.2 Representations and Warranties of Buyer 9
Representations and Warranties Concerning Transaction. Representations and Warranties of Stockholders11 2.2 Representations and Warranties of Buyer and Merger Sub13
Representations and Warranties Concerning Transaction. Seller's and Parent's Representations and Warranties. Seller and Parent jointly and severally represent and warrant to Buyer and Guarantor that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement, except as set forth in Annex I attached hereto. Organization of Seller and Parent. Seller and Parent are duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction in which it conducts a material portion of its business and where such qualification is required. Seller has full corporate power and authority to carry on the business in which it is currently engaged and to own and use the material properties owned and used by it.
Representations and Warranties Concerning Transaction. 10
(a) Seller Parties’ Representations and Warranties. 10 (b) Buyer’s Representations and Warranties. 11
Representations and Warranties Concerning Transaction. 8 (a) Sellers' Representations and Warranties............................................................. 8 (b) Buyer's Representations and Warranties..............................................................
Representations and Warranties Concerning Transaction. 2.1 Representations and Warranties of Orgenesis Parent. Orgenesis Parent, on behalf of itself only, represents and warrants to Investor that the statements contained in this Section 2.1 are correct and complete as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule. The Parties hereby agree that any items, references or disclosures made in the Disclosure Schedule shall be subject to Section 9.15.
(a) Authorization of Transaction. Orgenesis Parent is duly formed, validly existing and in good standing under the Laws of the State of Nevada. Orgenesis Parent has full power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party and to perform Orgenesis Parent’s obligations hereunder and thereunder and to complete the Reorganization concurrently with the investment contemplated by this Agreement. The execution and delivery by Orgenesis Parent of this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party and the completion of the Transactions have been duly approved by all requisite action of Orgenesis Parent. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties thereto, this Agreement and each Ancillary Agreement to which Orgenesis Parent is a party constitute the valid and legally binding obligation of Orgenesis Parent, enforceable against Orgenesis Parent in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Except as set forth on Section 2.1(a) of the Disclosure Schedule, Orgenesis Parent is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in connection with the consummation of the Transactions.
(b) Non-contravention. Except as set forth in Section 2.1(b) of the Disclosure Schedule, the execution and the delivery of this Agreement and the Ancillary Agreements to which Orgenesis Parent is a party, and the consummation of the Transactions, will not (i) violate or conflict with any Law or Order to which Orgenesis Parent is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or...
Representations and Warranties Concerning Transaction. 4 2.1 Representations and Warranties of the Seller Parties 4 2.2 Representations and Warranties of Buyer 7 2.3 Representations and Warranties of Parent 8
