REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. 6.1 Organization of Buyer and Buyer Parent 13 6.2 Authority of Buyer Parent, Buyer and the Members 13 6.3 No Finder 14 6.4 No Proceedings 14 6.5 Compliance with WARN Act 14 6.6 Antitrust Compliance 14 ARTICLE VII ADDITIONAL AGREEMENTS 7.1 Additional Payments 14 7.2 Taxes 15 7.3 Employees and Consultants 15 7.4 New Members 15
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. As an inducement to Parent and Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Parent and Buyer hereby jointly and severally represent and warrant to Parent and Seller and agree as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. The Buyer Parties hereby jointly and severally represent and warrant to Seller that:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Section 5.1. Incorporation; Ownership and Authority 31 Section 5.2. Capitalization 32 Section 5.3. No Operations 32 Section 5.4. Consents and Approvals; No Violations 32 Section 5.5. Financing 33 Section 5.6. Broker’s Fees 33 Section 6.1. Operation of the Business 33 Section 6.2. Corporate Examinations and Investigations 34 Section 6.3. Know-How Licenses 35 Section 6.4. Efforts 35 Section 6.5. Employee Matters 36 Section 6.6. Use of Retained Names and Marks 37 Section 6.7. Interim Period Preclinical and Clinical Trial Activities 37 Section 6.8. Exclusivity 38 Section 6.9. Matters related to Cyclerion Stockholders Meeting 41 Section 6.10. Buyer Parent Purchase Agreement 43 Section 6.11. Taxes 43 Section 6.12. FDA Letters 44 Section 6.13. Post-Closing Matters 45 Section 6.14. Joint Confidentiality Agreements 46
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Buyer Parent and Buyer hereby jointly and severally represent and warrant to Cyclerion as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. 5.01 Organization; Authority..................................................................60 5.02 No Violation; Consents and Approvals.....................................................61 5.03 Litigation...............................................................................61 5.04 Brokers..................................................................................61
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Each of Buyer Parent and Buyer hereby represents and warrants to Seller Parent and Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. 26 SECTION 3.1 Organization and Existence.............................................26 SECTION 3.2 Authority; Binding Effect..............................................26 SECTION 3.3 No Material Adverse Change.............................................26
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. The Buyer Parties hereby jointly and severally represent and warrant to Seller that as of January 30, 2001 and August 7, 2001 (in each case except where such representation or warranty is expressly made only as of another specific date):
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER. Section 6.01 Organization; Authority Section 6.02 No Violation; Consents and Approvals Section 6.03 Legal Proceedings
