REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. ACQUISITION CORP. hereby represents and warrants to the Company that the statements contained in this Article III are true, correct, and complete as of the date of this Agreement and will be true and correct as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND ADVANCED NMR Acquisition Corp. and Advanced NMR, jointly and severally, hereby represent and warrant to AMS as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. Acquisition Corp. represents and warrants to the Company and each of the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. (a) Organization and Authority. Acquisition Corp. is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to own its property and assets and to conduct its business in the manner and in the places in which it is now conducted. Acquisition Corp. is qualified to do business as a domestic corporation in the State of Delaware, and the character of the properties owned or leased by Acquisition Corp. and the nature of the business conducted by it does not require such qualification in any other jurisdiction, except where the failure to so qualify would not have a material adverse affect on Acquisition Corp. or its business.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. Subject to the exceptions set forth in the Acquisition Corp. Disclosure Letter (regardless of whether or not the Acquisition Corp. Disclosure Letter is referenced below with respect to any particular representation or warranty), Acquisition Corp. represents and warrants as follows to Xxxxx Xxxxx and the Shareholders.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated herein, Acquisition Corp. represents and warrants, as of the date of this Agreement and as of the Closing Date, unless stated otherwise below, or as set forth in the disclosure schedule provided by Acquisition Corp. to the Company (“Acquisition Disclosure Schedule”), in which, the inclusion of any item shall constitute disclosure for all purposes under this Agreement to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND ADVANCED NMR 14 4.1 Due Incorporation 14 4.2 Due Authorization 14 4.3 Non-Contravention; Consents and Approvals 15 4.4 Capitalization 16 4.5 Financial Statements; Undisclosed Liabilities; Other Documents 16 4.6 Commission Filings 17 4.7 No Material Adverse Effects or Changes 17 4.8 Registration Statement and Proxy Statement/Prospectus 18 4.9 Intellectual Property 18 4.10 Insurance 19 4.11 Employee Benefit Plans and Employment Agreements 19 4.12 Labor Matters 20 4.13 Tax Returns and Audits 20 4.14 Litigation 21 4.15 Compliance with Applicable Laws 21 4.16 Medical Devices 21 4.17 Contracts; No Defaults 22 4.18 Fees of Brokers, Finders and Investment Bankers 22 4.19 Absence of Certain Changes or Events 23 ARTICLE V COVENANTS 23 5.1 Implementing Agreement 23 5.2 Access to Information and Facilities 23 5.3 Preservation of Business 24 5.4 Proxy Materials and AMS Stockholder Approval 24 5.5 Consents and Approvals 25 5.6 Periodic Reports 26 5.7 Publicity 26 5.8 Listing of Common Stock 26 5.9 Blue Sky Approvals 26 5.10 Rule 145 Affiliates 26
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND THE PARENT Acquisition Corp. and the Parent hereby represent and warrant to LPC and the LPC Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND THE PARENT
5.1 Corporate Organization; Requisite Authority to Conduct Business; Articles of Incorporation and By-Laws................................................21 5.2
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND APF Acquisition Corp. and APF jointly and severally represent and warrant to the Stockholders and the Advisor that the statements contained in this Article VI are correct and complete as of the date hereof:
