REPRESENTATIONS AND WARRANTIES OF NEXMED AND MERGER SUB. NexMed and Merger Sub hereby jointly and severally represent and warrant to Bio-Quant as follows, except as set forth in the NexMed SEC Reports (as defined in Section 3.6 below), or in the written disclosure schedule delivered by NexMed to Bio-Quant (the “NexMed Disclosure Schedule”). The NexMed Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article III to which such disclosure relates (which, in each case, shall constitute the only valid disclosure with respect to such sections and subsections); provided, however, to the extent that the disclosure of an item is relevant and reasonably apparent on its face to apply to the disclosure required by any other section, such item shall be deemed to be disclosed in such other section whether or not an explicit cross-reference appears. The inclusion of any information in the NexMed Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Material Adverse Effect, or is outside the ordinary course of business. For purposes of this Agreement, the phrase “to the knowledge of NexMed” or any phrase of similar import shall mean and be limited to the actual knowledge of Xxxxxx X. Xxx and Xxxx Xxxxxxxx, after due inquiry.
