REPRESENTATIONS AND WARRANTIES OF PURCHASER 16. Section 4.01 Corporate Existence. 16 Section 4.02 No Conflicts. 17 Section 4.03 Certain Fees. 17 Section 4.04 No Side Agreements. 17 Section 4.05 Unregistered Securities. 17 ARTICLE V. INDEMNIFICATION, COSTS AND EXPENSES 19 Section 5.01 Indemnification by Inergy. 19 Section 5.02 Indemnification by Purchaser. 19 Section 5.03 Indemnification Procedure. 19
REPRESENTATIONS AND WARRANTIES OF PURCHASER 16. Section 3.1. Due Organization, Good Standing and Power 16 Section 3.2. Authorization; Noncontravention 16 Section 3.3. Capitalization of Purchaser 17 Section 3.4. Consents and Approvals 18 Section 3.5. Broker’s or Finder’s Fee 18 Section 3.6. SEC Documents 18 Section 3.7. Independent Investigation 18 Section 3.8. Exclusivity of Representations 19
REPRESENTATIONS AND WARRANTIES OF PURCHASER 16. SECTION 5.1 Organization, Standing and Power 16 SECTION 5.2 Authority; No Breach 17 SECTION 5.3 Requisite Capital 17 ARTICLE 5A. REPRESENTATIONS AND WARRANTIES OF MERGER SUB 18 SECTION 5A.1 Organization, Standing and Power 18 SECTION 5A.2 Authority; No Breach 18
REPRESENTATIONS AND WARRANTIES OF PURCHASER 16. Section 4.1 Organization; Authorization 16 Section 4.2 No Violation 16 Section 4.3 Consents and Approvals 16 Section 4.4 Litigation 16 Section 4.5 No Brokers or Finders 16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. TABLE OF CONTENTS Page ARTICLE V COVENANTS AND AGREEMENTS 17 Section 5.1 Preservation of Books and Records 17 Section 5.2 Destruction of Inventory 17 Section 5.3 Confidentiality 17 Section 5.4 Wrong Pocket Provisions 18 Section 5.5 Procedures for Certain Acquired Assets Not Freely Transferable 18 Section 5.6 Agreements Regarding Tax Matters 19 Section 5.7 Further Assurances 19 Section 5.8 Public Announcements 19 ARTICLE VI INDEMNIFICATION 20 Section 6.1 Survival 20 Section 6.2 Indemnification by Seller Group Members 20 Section 6.3 Indemnification by Purchaser 21 Section 6.4 Indemnification Limitations 21 Section 6.5 Indemnification Procedure 21 Section 6.6 Certain Limitations 22 Section 6.7 Indemnification as Sole Remedy 23 Section 6.8 Investigation 23 ARTICLE VII MISCELLANEOUS 23 Section 7.1 Notices 23 Section 7.2 Expenses 24 Section 7.3 Entire Agreement 24 Section 7.4 No Third-Party Beneficiaries 24 Section 7.5 Assignments 24 Section 7.6 Amendment; Waiver 24 Section 7.7 Agreement Controls 24 Section 7.8 Severability 25 Section 7.9 Governing Law; Equitable Relief 25 Section 7.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial 25 Section 7.11 Disclosure Schedules 26 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. TABLE OF CONTENTS Page Section 7.12 Rules of Construction 26 Section 7.13 Counterparts; Deliveries 26 EXHIBIT A Intellectual Property Assignments 1 EXHIBIT B Seller FDA Letter 1 EXHIBIT C Withdrawal Notice 1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. ASSET TRANSFER AGREEMENT This ASSET TRANSFER AGREEMENT (as may be amended, restated, supplemented or otherwise modified in accordance with Section 7.6, this “Agreement”), dated as of March 29, 2023 (the “Agreement Date”), is among Alkermes Pharma Ireland Limited, a limited liability company organized under the...
