REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE. SHAREHOLDERS As of the date hereof and as of the Closing Date, the Seller and Xxxxxxx Xxxxxxxxx each hereby jointly and severally represents and warrants to Purchaser, and each other Shareholder severally (based on ownership of the Seller at the Closing) and not jointly represents and warrants to Purchaser, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE. CREDITORS Subject to the terms, exceptions and limitations (including, but not limited to, the limitations set forth in Section 4.3.2 and Section 4.3.2) contained in this Agreement (including, but not limited to, its Annexes), the Seller and the Creditor hereby represent and warrant to the Buyer that the representations and warranties set forth in this Section 4.3.2 are true and accurate on the date of this Agreement, except for those representations and warranties that are explicitly made as of a specific time which shall be true and accurate in all material respects as of such time only.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE. PARENT 11 3.1 Organization, Good Standing and Qualification of the Seller and the Parent 12 3.2 Ownership of the Seller; Subsidiaries 12 3.3 Authorization; Binding Obligation 12 3.4 Consents and Approvals 13 3.5 No Violation 13 3.6 Regulatory Matters; Licenses and Permits 13 3.7 Title to and Condition of Properties; Sufficiency of Assets 14 3.8 Real Property 14 3.9 Personal Property Leases 15 3.10 Environmental Matters 16 3.11 Financial Statements; No Undisclosed Liabilities 17 3.12 Absence of Certain Events 17 3.13 Legal Proceedings 19 3.14 Compliance with Laws 20 3.15 Employment Matters 21 3.16 Taxes 23 3.17 Contracts 23 3.18 Transactions With Affiliates 25 3.19 Insurance 26 3.20 Intellectual Property 26 3.21 Accounts Receivable; Accounts Payable 29 3.22 Absence of Restrictions on Business Activities 30 3.23 Payments: Foreign Corrupt Practices Act: U.S. Export and Sanctions Laws 30 3.24 Books and Records 30 3.25 Inventory 31 3.26 Internal Controls 31 3.27 Solvency 31 3.28 Relationships with Customers and Suppliers 32 3.29 Seller Products 32 3.30 No Brokers 32 3.31 FDA Compliance; Compliance with Healthcare Laws 33 3.32 Disclosure 35 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 35 4.1 Organization and Good Standing 35 4.2 Authorization; Binding Obligation 35 4.3 Consents and Approvals 36 4.4 No Violation 36 4.5 Legal Proceedings 36 4.6 Financial Ability 36 ARTICLE V COVENANTS 37 5.1 Conduct of Business Pending Closing 37 5.2 Cooperation; Approvals, Filings and Consents 39 5.3 Access to Information; Updated Financial Information 40 5.4 Notice of Certain Events 40 5.5 Public Announcements 41 5.6 No Solicitation of Other Proposals 42 5.7 Employment Matters 43 5.8 Use of Names 44 5.9 Control of Business 44 5.10 Accounts Receivable/Collections 44 5.11 Transition Matters 45 5.12 Mutual Cooperation 45 5.13 Access to Certain Books and Records 45
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE
