Representations and Warranties of Cytori. Cytori represents and warrants to Bimini that:
Representations and Warranties of Cytori. Cytori represents and warrants to JVCo that:
Representations and Warranties of Cytori. Cytori represents and warrants to NewCo that:
Representations and Warranties of Cytori. Except as set forth in Cytori’s disclosure schedule attached as Schedule 5.1 hereto (the “Disclosure Schedule”), each section of which qualifies the correspondingly numbered representation and warranty to the extent expressly specified therein and other representations and warranties to the extent that a matter is disclosed in such a way as to make its relevance to the information called for by such other representation and warranty readily apparent, Cytori represents and warrants to Olympus that the statements contained in this Section 5 are correct and complete as of the Effective Date and will be correct and complete as of the Closing Date (as though made then).
Representations and Warranties of Cytori. Cytori represents and warrants to JVCo that: (a) Cytori is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and that Cytori has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement. _________________________ ***Material has been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission 4 (b) The execution, delivery and performance of this Agreement by Cytori will not result in any breach or violation of, or conflict with, any third-party contract, agreement, undertaking, judgment, decree, order, law, regulation or rule to which Cytori is a party or by which Cytori or any of its assets are bound, provided Olympus Corporation gives its consent to this transaction, which shall be attached hereto as Exhibit I. (c) This Agreement has been duly and validly executed and delivered by Cytori and is binding upon and enforceable against Cytori in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. 2.6.2
