REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants to MC Global and MCI as to the matters set forth below.
2.1 Organization of EPI. EPI is a company limited by shares duly organized and validly existing under the laws of Belgium and has all requisite corporate power and authority to own, use and lease its Assets and Properties and to conduct its business as and to the extent presently conducted. EPI is duly qualified, licensed or admitted to do business in those jurisdictions specified in Section 2.1(a) of the Disclosure Schedule, which are the only jurisdictions in which the failure to be qualified, licensed or admitted and in good standing would have a material adverse effect on the Business or Condition of EPI. The name of each director and officer of EPI on the date hereof, and the position with EPI held by each, are listed in Section 2.1(b) of the Disclosure Schedule. Prior to the execution of this Agreement, EPI has delivered to MC Global true and complete copies of the certificate or articles of association and bylaws (or other comparable charter documents) of EPI as in effect on the date hereof.
REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants to the Acquiror that each statement set forth in each of the sections and subsections of this Article VI (each such statement being a “representation and warranty” of the Company) is accurate and complete as of the date hereof (except as to certain representations and warranties which expressly speak as of a different date certain, which shall be accurate and complete as of such date), except as set forth in any disclosure schedule delivered to the Acquiror by EPI on the date of this Agreement corresponding to the particular section of subsection of this Article VI in which such representation and warranty appears (it being understood, however, that a disclosure in a particular disclosure schedule will also be deemed to qualify a representation and warranty that does not appear in the corresponding section or subsection of this, Article VI if such disclosure reasonably relates to such representation and warranty) (All disclosure schedules delivered to the Acquiror by EPI on the date of this Agreement being collectively referred to as the “Elan Disclosure Schedule”).
REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants to, and covenants with, the Versatech Stockholders and Versatech as follows:
REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants to MC Global and MCI as to the matters set forth below.
REPRESENTATIONS AND WARRANTIES OF EPI. 6 2.1 Organization of EPI............................................................................6 2.2 Authority......................................................................................6 2.3 Capitalization.................................................................................6 2.4 Subsidiaries...................................................................................6 2.5 No Conflicts...................................................................................6
REPRESENTATIONS AND WARRANTIES OF EPI. EPi hereby represents and warrants to JDRP as of the date hereof (except as otherwise provided) and as of the Closing Date as follows:
(a) EPi is a corporation duly organized and validly existing under the laws of the State of Delaware. EPi has full corporate power and authority to carry on its business as it is currently being conducted and to own, lease and use the properties owned, leased and used by it. EPi is duly qualified or licensed to do business in each jurisdiction where the nature of its business requires such qualification.
(b) As of the Closing Date, the EPi Shares will (i) have been duly authorized, (ii) be validly issued and registered in the name of JDRP, and (iii) upon delivery of the Receipt and the canceled EPi Note, be fully paid and non-assessable.
(c) Each document filed by EPi with the SEC since January 1, 1996 pursuant to (i) the Act or (ii) the Securities Exchange Act of 1934 ("Exchange Act") (x) complied in all material respects with the applicable requirements of the Act or Exchange Act, as applicable, and (y) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) The execution and delivery of this Agreement and the Purchase Agreement has been duly authorized by all necessary corporate action on the part of EPi. No other approval on the part of EPi is necessary to authorize the execution or delivery of this Agreement or the Purchase Agreement. Except as set forth in the Purchase Agreement, no other approvals are necessary to authorize the performance by EPi of its obligations under this Agreement or the Purchase Agreement. EPi has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and under the Purchase Agreement, and this Agreement and the Purchase Agreement constitute the valid and legally binding obligations of EPi enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, rearrangement, reorganization or similar debtor relief legislation affecting the rights of creditors generally.
REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants the following:
REPRESENTATIONS AND WARRANTIES OF EPI. To induce HTD to enter into this Agreement and to perform its obligations hereunder, and with full knowledge that HTD will rely thereon, EPi and EPi Sub each represent and warrant the truth, accuracy, and completeness of the following, subject only to the exceptions expressly and specifically set forth in the schedules designated in this Section 5.2 and attached hereto (collectively, the "EPi Disclosure Schedules") and the consummation of the EPi medical device business sale (the "EPi Device Sale") referred to in Section 5.2(ee) hereof:
REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants to the Acquiror that each statement set forth in each of the sections and subsections of this Article VI (each such statement being a “representation and warranty” of the Company) is accurate and complete as of the date hereof (except as to certain representations and warranties which expressly speak as of a different date certain, which shall be accurate and complete as of such date), except as set forth in any disclosure schedule delivered to the Acquiror by EPI on the date of this Agreement corresponding to the particular section of subsection of this Article VI in which such representation and warranty appears (it being understood, however, that a disclosure in a particular disclosure schedule will also be deemed to qualify a representation and warranty that does not appear in the corresponding section or subsection of this, Article VI if such disclosure reasonably relates to such representation and warranty) (All disclosure schedules delivered to the Acquiror by EPI on the date of this Agreement being collectively referred to as the “Elan Disclosure Schedule”). Section 6.01. Organization, Etc. EPI is duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to own its assets and carry on its business as currently conducted by it. EPI is duly authorized to conduct its business and is in good standing in each jurisdiction where such qualification is required, except for any jurisdiction where failure to so qualify would not have a Material Adverse Effect. Section 6.02.
REPRESENTATIONS AND WARRANTIES OF EPI. EPI represents and warrants to Licensee that:
(a) it has been duly incorporated under the laws of its jurisdiction of incorporation and has the authority to enter into this Site License and to perform its obligations hereunder;
(b) this Site License has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms except to the extent enforceability may be limited by applicable bankruptcy, insolvency, limitation, reorganization, moratorium or other laws of general application relating to or affecting the rights of creditors, or by general principles of equity, including the limitation that the grant of equitable remedies, including specific performance, is discretionary and may not be available;
(c) except as provided in Schedule "B," there are no actions, suits, investigations or proceedings pending or, to the best of its knowledge, threatened against it which adversely affect the Patents or the Technology or the ability of it to consummate the transactions contemplated hereby, at law or in equity, or before any arbitrator of any kind, or before or by any governmental or regulatory authority, domestic or foreign, and it is not aware of any existing ground on which any such action or proceeding might be commenced with any reasonable likelihood of success;
(d) to the best of its knowledge and belief, (i) the Patents are the only patents or applications for patents in existence in respect of the Technology for the Specified Applications, all of which are owned exclusively by either EPI or its Affiliates, or EPI has an exclusive license to use and sub-license use of the Patents which is broad enough to include the use by Licensee and any successor or permitted assign of the Licensee Facility for the Specified Applications, and (ii) the Patents are not dependent on any other patents and the practice of the invention described in the Patents do not infringe on any other patents;
(e) the Patents and Technology are free and clear of any liens, security interests and encumbrances;
(f) EPI and its Affiliates own, exclusively, the copyrights to copyrighted works that form part of the Technology;
(g) to its knowledge, no Person is infringing or misappropriating the Technology;
(h) assignments of rights have been obtained with respect to all elements of the Technology created by independent contractors and its employees;
(i) none of the Technology is subject to any proceeding or outstanding ...
