REPRESENTATIONS AND WARRANTIES OF FOAMIX. Section 3.1 Organization, Standing and Corporate Power 21 Section 3.2 Capitalization 21 Section 3.3 Authority 23 Section 3.4 Vote Required 24 Section 3.5 No Conflict 24 Section 3.6 Required Filings and Consents 25 Section 3.7 Compliance; Regulatory Compliance 25 Section 3.8 SEC Filings; Financial Statements 26 Section 3.9 Information Supplied 28 Section 3.10 Absence of Certain Changes or Events 29 Section 3.11 FDA and Related Matters 29 Section 3.12 Taxes 30 Section 3.13 Litigation 33 Section 3.14 Material Contracts 34 Section 3.15 Employee Benefit Plans 34 Section 3.16 Labor and Employment Matters 37 Section 3.17 Property 38 Section 3.18 Environmental Matters 39 Section 3.19 Anti-Corruption; Sanctions 39 Section 3.20 Intellectual Property 40 Section 3.21 Privacy and Data Security 42 Section 3.22 Shareholders’ Rights Agreement 43 Section 3.23 Affiliate Transactions 43 Section 3.24 Brokers 43 Section 3.25 Insurance 44 Section 3.26 Grants and Subsidies 44 Section 3.27 No Other Representations 44 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MENLO AND MENLO MERGER SUB Section 4.1 Organization, Standing and Corporate Power 45 Section 4.2 Capitalization 45 Section 4.3 Authority 47 Section 4.4 Vote Required 49 Section 4.5 No Conflict 49 Section 4.6 Required Filings and Consents 49 Section 4.7 Compliance; Regulatory Compliance 50 Section 4.8 SEC Filings; Financial Statements 51 Section 4.9 Information Supplied 53 Section 4.10 Absence of Certain Changes or Events 53 Section 4.11 FDA and Related Matters 53 Section 4.12 Taxes 54 Section 4.13 Litigation 56 Section 4.14 Material Contracts 56 Section 4.15 Employee Benefits 56 Section 4.16 Labor and Employment Matters 59 Section 4.17 Property 60 Section 4.18 Environmental Matters 60 Section 4.19 Anti-Corruption; Sanctions 61 Section 4.20 Takeover Laws 62 Section 4.21 Intellectual Property 62 Section 4.22 Privacy and Data Security 64 Section 4.23 Stockholders’ Rights Agreement 64 Section 4.24 Affiliate Transactions 64 Section 4.25 Brokers; Schedule of Fees and Expenses 65 Section 4.26 Insurance 65 Section 4.27 Grants and Subsidies 65 Section 4.28 No Other Representations 65
REPRESENTATIONS AND WARRANTIES OF FOAMIX. Foamix represents and warrants to Menlo and Menlo Merger Sub as of the date hereof and as of the Closing Date (except for those representations and warranties made as of a specific date or time) as follows (except (i) as set forth in the written disclosure letter (which letter shall in each case specifically identify by reference to Sections of this Agreement any exceptions to each of the representations, warranties and covenants contained in this Agreement; provided, however, that any information set forth in one section of such disclosure letter shall be deemed to apply to each other section or subsection thereof or hereof to which its relevance is reasonably apparent on its face) delivered by Foamix to Menlo and Menlo Merger Sub in connection with the execution and delivery of this Agreement (the “Foamix Disclosure Letter”) or (ii) as disclosed in Foamix SEC Reports filed with or furnished to the SEC by Foamix, and in either case, publicly available on or after January 1, 2018 and on or prior to the date hereof (and without regard to any amendment thereto filed after the date of this Agreement)):
REPRESENTATIONS AND WARRANTIES OF FOAMIX. Foamix hereby represents and warrants to the Stockholder as follows:
