Representations and Warranties of Biovail. Biovail hereby represents and warrants to the Stockholder and Valeant as follows: Biovail has all requisite corporate power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Biovail of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Biovail. Biovail has duly executed and delivered this Agreement, and this Agreement, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of Biovail, enforceable against Biovail in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery by Biovail of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Biovail under, any provision of any Contract to which Biovail is a party or by which any properties or assets of Biovail are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to Biovail or the properties or assets of Biovail. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Biovail in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under the Securities Act, the Exchange Act or under Canadian Securities Laws as may be required in connection with this Agreement and the transactions contemplated hereby.
Representations and Warranties of Biovail. 13 Section 5.2. Representations and Warranties of Holdco and the Investor Group........................................ 19 Section 5.3. Representations and Warranties of Investors............. 20
Representations and Warranties of Biovail. Biovail and Laboratories hereby represent and warrant to the Investor Group and Holdco that:
