REPRESENTATIONS AND WARRANTIES OF PHOTOMEDEX AND MERGER SUB. Except as set forth in the disclosure letter delivered by PhotoMedex to Radiancy on the date hereof (the “PhotoMedex Disclosure Letter”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (provided, however, that an item disclosed in any Section of the PhotoMedex Disclosure Letter shall be deemed to have been disclosed on all other Sections of this Agreement (if such disclosure is in sufficient detail to make it readily apparent to a reasonable Person that such disclosure applies to the other Sections thereof to which such disclosure is responsive)), PhotoMedex and Merger Sub represent and warrant to Radiancy as follows:
REPRESENTATIONS AND WARRANTIES OF PHOTOMEDEX AND MERGER SUB. 2.1 Due Organization and Good Standing 8 2.2 Title to Securities; Capitalization 9 2.3 Subsidiaries 11 2.4 Authorization; Binding Agreement 12 2.5 Governmental Approvals 12 2.6 No Violations 13 2.7 SEC Filings and Financial Statements 14 2.8 Absence of Certain Changes 15 2.9 Absence of Undisclosed Liabilities 16 2.10 Compliance with Laws 16 2.11 Regulatory Agreements; Permits 16 2.12 Litigation 17 2.13 Restrictions on Business Activities 17 2.14 Material Contracts 18 2.15 Intellectual Property 20 2.16 Employee Benefit Plans 21 2.17 Taxes and Returns 23 2.18 Finders and Investment Bankers 24 2.19 Title to Properties; Assets 25 2.20 Employee Matters 26 2.21 Environmental Matters 27 2.22 Transactions with Affiliates 27 2.23 Insurance 28 2.24 Books and Records 28 2.25 Accounts Receivable 28 2.26 Inventory 28 2.27 Listing 29 2.28 FDA 29 2.29 Investment Company Act 30 2.30 Information Supplied 30
