REPRESENTATIONS AND WARRANTIES OF AVALON. Avalon represents and warrants to Vertex as follows:
REPRESENTATIONS AND WARRANTIES OF AVALON. Avalon represents and warrants to Xxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF AVALON. Avalon, subject to this Article 9, hereby represents, warrants, and covenants to MedImmune that, as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF AVALON. Except as set forth in the Disclosure Schedule delivered by Avalon to the Sen Lang Representative at or prior to the execution of this Agreement (the “Avalon Disclosure Schedule”) (each section of which qualifies the correspondingly numbered representation and warranty, regardless of whether such representation or warranty expressly refers to or is qualified by reference to such Avalon Disclosure Schedule) or the Avalon SEC Reports, Avalon represents and warrants to the Sen Lang Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF AVALON. Avalon represents and warrants to the Fund as follows:
REPRESENTATIONS AND WARRANTIES OF AVALON. 9 3.1 Organization, Qualification and Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.3
REPRESENTATIONS AND WARRANTIES OF AVALON. Except as set forth in the correspondingly numbered section of the disclosure schedule attached hereto as Schedule 1 and incorporated herein by this reference (the "Disclosure Schedule"), Avalon hereby represents and warrants to NCCI and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF AVALON. Avalon, subject to this ARTICLE 9, hereby represents, warrants, and covenants to MedImmune that, as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF AVALON. Except as set forth in the Avalon Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or in the SEC Reports filed or furnished by Avalon prior to the Execution Date (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (Litigation and Proceedings); Section 6.07 (Financial Ability; Trust Account); Section 6.12 (Tax Matters); and Section 6.13 (Capitalization)), Avalon represents and warrants to each of the BCG Parties as follows:
