REPRESENTATIONS AND WARRANTIES OF AVANT! AND MERGER SUB. 18 3.1 Organization, Standing and Power. . . . . . . . . . . . . . . . . . . . .18 3.2
REPRESENTATIONS AND WARRANTIES OF AVANT! AND MERGER SUB. Except as disclosed in a document of even date herewith and delivered by Avant! to TMAI prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Avant! Disclosure Schedule"), Avant! and Merger Sub jointly and severally represent and warrant to TMAI as follows:
REPRESENTATIONS AND WARRANTIES OF AVANT! AND MERGER SUB. AVANT (which for the purpose of this Article III shall include all subsidiaries of AVANT) and Merger Sub hereby jointly and severally represent and warrant to Celldex as follows, except as set forth in the written disclosure schedule delivered by AVANT to Celldex (the “AVANT Disclosure Schedule”). The AVANT Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article III; any information set forth in a particular section or subsection of the AVANT Disclosure Schedule shall be deemed to be disclosed in each other section or subsection thereof to which the relevance of such information is reasonably apparent. For purposes of this Agreement, the phrase “to the knowledge of AVANT” or any phrase of similar import shall mean and be limited to the actual knowledge of the individuals set forth on Section 3.0 of the AVANT Disclosure Schedule.
