Representations and Warranties of Radiancy. Radiancy hereby represents and warrants to the Stockholders as follows:
Representations and Warranties of Radiancy. Except as set forth in the disclosure letter delivered by Radiancy to PhotoMedex on the date hereof (the “Radiancy 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 Radiancy 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)), Radiancy hereby represents and warrants to PhotoMedex and Merger Sub as follows:
Representations and Warranties of Radiancy. Radiancy hereby represents and warrants to PhotoMedex as follows:
Representations and Warranties of Radiancy. 3.1 Due Organization and Good Standing 31 3.2 Title to Securities; Capitalization 32 3.3 Subsidiaries 33 3.4 Authorization; Binding Agreement 34 3.5 Governmental Approvals 34 3.6 No Violations 34 3.7 Radiancy Financial Statements 35 3.8 Absence of Certain Changes 36 3.9 Absence of Undisclosed Liabilities 36 3.10 Compliance with Laws 37 3.11 Regulatory Agreements; Permits 37 3.12 Litigation 38 3.13 Restrictions on Business Activities 38 3.14 Material Contracts 38 3.15 Intellectual Property 40 3.16 Employee Benefit Plans 41 3.17 Taxes and Returns 43 3.18 Finders and Investment Bankers 44 3.19 Title to Properties; Assets 45 3.20 Employee Matters 45 3.21 Environmental Matters 46 3.22 Transactions with Affiliates 47 3.23 Insurance 47 3.24 Books and Records 47 3.25 Accounts Receivable 47 3.26 Inventory 48 3.27 FDA 48 3.28 Investment Company Act 49 3.29 Information Supplied 49 3.30 No Additional Representations 50 ARTICLE IV COVENANTS50 4.1 Conduct of Business of PhotoMedex, Radiancy and Subsidiaries 50 4.2 Access and Information; Confidentiality 53 4.3 No Solicitation; No Change in Recommendation 54 4.4 Payment to Perseus 58 4.5 Disclosure Updates 59
