AND THE COMPANY. Nothing herein contained shall obligate the Underwriters to exercise the over-allotment option described above. No Option Shares shall be delivered unless the Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided.
AND THE COMPANY. In order to induce Mxxxxxx Xxxxxxxx, New BD, PAC3 and Fxxxxxxx to enter into this Agreement and consummate the transactions contemplated hereby, SMHG and the Company, jointly and severally, hereby make to Mxxxxxx Xxxxxxxx, New BD, PAC3 and Fxxxxxxx, as of the date of this Agreement and the Closing Date (unless as explicitly set forth as otherwise), the representations and warranties contained in this Section 3, except as set forth in the corresponding Company Disclosure Schedule.
AND THE COMPANY. Each obligation of Seller and the Company to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Article VI, except to the extent that such satisfaction is waived by Seller and the Company in writing.
AND THE COMPANY. As of the date of this Agreement and the Closing Date, the Seller, the Guarantor, and the Company hereby represent and warrant as follows, subject to the exceptions specifically disclosed in writing in the Disclosure Schedules, the sections of which shall correspond to the Sections of this Agreement:
AND THE COMPANY. SECTION 5.01
AND THE COMPANY. In performing its duties and obligations hereunder, each party shall each exercise reasonable care. Subject to the specific provisions of this Section, neither party shall be liable to the other party for any direct damages incurred by such other party in consequence of the other party's negligence, bad faith or willful misconduct. In no event shall either party be liable to the other party hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement, even if such party has been advised of the possibility of such damages.
AND THE COMPANY. On an annual basis Vivelle Ventures LLC and Noven shall agree on a sales and marketing plan (the "Sales and Marketing Plan") (which shall include the related budget) for Vivelle Ventures LLC. In the absence of any such agreement, the previous year's Sales and Marketing Plan shall be employed until such time as a new plan is agreed upon. Material amendments to the Sales and Marketing Plan shall require written agreement of both parties."
AND THE COMPANY. Each of the Members and the Company hereby jointly and severally represents and warrants to Buyer that:
AND THE COMPANY. The Shareholder and the Company make the following representations and warranties to the Buyer. The Buyer has inspected the Assets and performed all necessary due diligence and is acquiring
AND THE COMPANY. 2.1 Each of the Vendors represents, warrants and covenants severally, and not jointly and severally, with, to and in favour of the Purchaser, and acknowledges that the Purchaser is relying upon same in connection with the entering into of this Agreement and the completion of the transactions contemplated by this Agreement that, as of the date hereof and as of the Closing Date:
