REPRESENTATIONS AND WARRANTIES OF ALCOBRA AND MERGER SUB. Alcobra and Merger Sub represent and warrant to Arcturus as follows, except as set forth in the written disclosure schedule delivered by Alcobra to Arcturus (the “Alcobra Disclosure Schedule”) (it being understood that the representations and warranties in this Article 3 are qualified by: (a) any exceptions and disclosures set forth in the section or subsection of the Alcobra Disclosure Schedule corresponding to the particular section or subsection in this Article 3 in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such section or subsection of the Alcobra Disclosure Schedule by reference to another section or subsection of the Alcobra Disclosure Schedule; and (c) any exceptions or disclosures set forth in any other section or subsection of the Alcobra Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure that such exception or disclosure qualifies such representation and warranty). The inclusion of any information in the Alcobra Disclosure Schedule shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in an Alcobra Material Adverse Effect, or is outside the Ordinary Course of Business.
3.1 Subsidiaries; Due Organization; Organizational Documents.
(a) Section 3.1(a) of the Alcobra Disclosure Schedule identifies each Subsidiary of Alcobra (the “Alcobra Subsidiaries”). Neither Alcobra nor any Alcobra Subsidiary owns any capital stock of, or any equity interest of any nature in, any other Entity, except that Alcobra may hold securities in another corporation in connection with the Potentially Transferrable Assets. Alcobra has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Alcobra has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.
(b) Each of Alcobra and any Alcobra Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (where such concept is applicable) and has all necessary power and authority: (i) to conduct its business in the manner in which its business ...
