Common use of COMPANY’S WARRANTIES Clause in Contracts

COMPANY’S WARRANTIES. 5.1 The Company warrants to the Investor that each Warranty is true and accurate in all respects at the date of this Agreement and at the Completion Date as if it had been entered into afresh at Completion by reference to the facts and circumstances then existing at the Completion Date, provided that, if Completion occurs on the Postponed Completion Date (as such term is defined in the ATA) as a result of a request by the Purchaser in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date (as such term is defined in the ATA), references to the “Completion Date” in this sub-clause 5.1 shall be deemed to be references to the Initial Completion Date. 5.2 The Investor acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, contracts, undertakings, indemnities or other statements whatsoever, other than the Warranties. 5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty. 5.4 The Company shall cease to have any liability in respect of the Warranties on the third anniversary of Completion except in respect of a claim of which the Investor has given notice to the Company before the third anniversary of Completion. 5.5 The Investor’s rights and remedies in respect of any breach of any of the Warranties shall not in any respect be extinguished or affected by Completion. 5.6 The Company undertakes to notify the Investor in writing if anything (including, for the avoidance of doubt, any omission) occurs or is threatened or impending which results in, or which may result in, or which may constitute, a breach of any of the Warranties promptly upon it coming to its notice, both before or at the time of Completion. Any notification pursuant to this clause 5.5 shall not operate as a disclosure against the Warranties and the Warranties shall not be subject to any such notification.

COMPANY’S WARRANTIES. 5.1 The (a) Company represents and warrants to the Investor Hospira that each Warranty is true and accurate in all respects at the date of API delivered to Hospira pursuant to this Agreement and at the Completion Date as if it had been entered into afresh at Completion by reference to the facts and circumstances then existing at the Completion Dateshall, provided that, if Completion occurs on the Postponed Completion Date (as such term is defined in the ATA) as a result of a request by the Purchaser in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date (as such term is defined in the ATA), references to the “Completion Date” in this sub-clause 5.1 shall be deemed to be references to the Initial Completion Date. 5.2 The Investor acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, contracts, undertakings, indemnities or other statements whatsoever, other than the Warranties. 5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty. 5.4 The Company shall cease to have any liability in respect of the Warranties on the third anniversary of Completion except in respect of a claim of which the Investor has given notice to the Company before the third anniversary of Completion. 5.5 The Investor’s rights and remedies in respect of any breach of any of the Warranties shall not in any respect be extinguished or affected by Completion. 5.6 The Company undertakes to notify the Investor in writing if anything (including, for the avoidance of doubt, any omission) occurs or is threatened or impending which results in, or which may result in, or which may constitute, a breach of any of the Warranties promptly upon it coming to its notice, both before or at the time of Completion. Any notification pursuant to this clause 5.5 shall not operate as a disclosure against the Warranties and the Warranties shall delivery, not be subject adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, (the “Act”) or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce. (b) Company further warrants to Hospira that API supplied to Hospira hereunder shall meet the API Specifications set forth on Exhibit 1.2. (c) Company further warrants that all specifications including Active Pharmaceutical Ingredient Specifications and Product Specifications Company provides to Hospira shall conform with the applicable submissions Company files with the appropriate Regulatory Authorities, such submissions being appropriate for the purposes of this Agreement, any Regulatory Approvals Company receives, as well as any amended Regulatory Approvals. (d) Company further represents and warrants to Hospira that Company’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Company is a party or by which it is bound and will not conflict with or constitute a default under its corporate charter or bylaws. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (e) Company further represents and warrants that (i) it will not sell Hospira-Manufactured Product in the United States unless and until such notificationsale is authorized by the necessary Regulatory Approval from the FDA; (ii) it will not sell Hospira-Manufactured Product into any jurisdiction other than the United States unless and until to the best of its knowledge such sale is authorized by the necessary Regulatory Approvals; and (iii) Company further represents and warrants that any distributor, licensee or other entity representing the Company in a foreign jurisdiction is contractually obligated to ensure that the Hospira-Manufactured Product has all necessary Regulatory Approvals prior to selling the Hospira-Manufactured Product in such country.

COMPANY’S WARRANTIES. 5.1 2.1. The Company warrants and represents to Davy that: 2.1.1. the Company has the requisite power and authority to enter into and (subject to the Investor receipt of the Shareholder Approval) perform this Deed and the Repurchase Deed; 2.1.2. EIS has the requisite power and authority to enter into and perform this Deed and the EIS Deed of Covenant; 2.1.3. subject to Davy taking such action on Completion as is required to ensure that each Warranty the transaction is true and accurate in all respects at the date of this Agreement and at the Completion Date as if it had been entered into afresh at Completion by reference to the facts and circumstances then existing at the Completion Date, provided that, if Completion occurs on the Postponed Completion Date (as such term is defined in the ATA) as a result of a request by the Purchaser in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date (as such term is defined in the ATA), references to the “Completion Date” in this sub-clause 5.1 shall be deemed to be references an “on-market” transaction for the purposes of Section 212 of the 1990 Act, the Tender Offer and the Tender Offer Circular complies, in all material respects, with all laws, including, without limitation, all US laws (state and federal); 2.1.4. the Broker-Dealer requirements of the US Securities Exchange Act of 1934 and all other US securities laws (the Broker Dealer Rules), as they apply to the Initial Completion Date. 5.2 The Investor acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warrantiesTender Offer, representations, contracts, undertakings, indemnities or other statements whatsoever, other than the Warranties. 5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted satisfied in full by reference to or inference from Citi Global Markets Inc complying with the terms of any other Warranty. 5.4 The Company shall cease the Dealer Manager Agreement (referred to in the Tender Offer Circular) and no Davy Person shall, by virtue of completing the Tender Offer in accordance with its terms, have any liability or exposure in respect of such Broker Dealer Rules; 2.1.5. the Warranties Company shall at the Cut-Off Time have the necessary Profits Available for Distribution to effect the purchase of the Tendered Shares from Davy and that such Profits Available for Distribution shall be maintained from that time so that on Completion the Company has the necessary Profits Available for Distribution to complete the purchase of the Tendered Shares from Davy; 2.1.6. upon Completion, subject to Davy taking such action on Completion as is required to ensure that the transaction is deemed to be an “on-market” transaction for the purposes of Section 212 of the 1990 Act, the purchase of the Tendered Shares from Davy by the Company shall be in full compliance with the Companies Acts; 2.1.7. the Company and EIS shall at the Cut-Off Time have the necessary funds in place to satisfy (i) the Total Maximum Consideration and (ii) the Maximum Relevant Stamp Duty Amount and the Exchange Rate Movement Risk Amount, respectively; 2.1.8. upon execution of this Deed by the Company, this Deed and the Repurchase Deed will constitute valid, binding and enforceable obligations on the third anniversary of Completion except in respect of a claim of which the Investor has given notice to the Company before the third anniversary of Completion. 5.5 The Investor’s rights and remedies in respect of any breach of any of the Warranties shall will not in any respect be extinguished way (a) constitute a breach or affected by Completion. 5.6 The default of the provisions of any other agreement or instrument to which the Company undertakes is bound, (b) require the Company to notify the Investor obtain any consent or approval from any other persons or (c) result in writing if anything (including, for the avoidance of doubt, any omission) occurs or is threatened or impending which results in, or which may result in, or which may constitute, a breach of any order, judgement or decree of any court of governmental agency; 2.1.9. upon execution of this Deed, the Company and EIS are solvent and able to pay their debts as they fall due and that this position will be maintained such that at the Cut Off Time and, again at Completion, the Company and EIS will continue to be solvent and able to pay their debts as they fall due; 2.1.10. it is compliant with its obligations under the Market Abuse (Directive 2003/6/EC) Regulations, 2005 and any equivalent legislation in other applicable jurisdictions and that it will continue to be in compliance up to and including Repurchase Completion; and 2.1.11. EIS shall have complied in full with its obligations under clause 2.2.1 of the Warranties promptly upon it coming to its notice, both before or at EIS Deed of Covenant by the time of Completion. Any notification pursuant to this clause 5.5 shall not operate as a disclosure against the Warranties and the Warranties shall not be subject to any such notificationCut-Off Time.

COMPANY’S WARRANTIES. 5.1 The Company represents and warrants to Misonix that: 11.2.1 it has the Investor that each Warranty is true requisite power and accurate authority to enter into and perform the obligations of this Agreement; 11.2.2 its obligations under this Agreement constitute legal and binding obligations of Company in all respects at accordance with the date terms and provisions hereof; 11.2.3 the execution, delivery, and performance of this Agreement and at the Completion Date as if it had been entered into afresh at Completion by reference to the facts and circumstances then existing at the Completion Date, provided that, if Completion occurs on the Postponed Completion Date shall not: (as such term is defined a) result in the ATA) as a result of a request by the Purchaser in circumstances where the Seller is ready, willing and able to proceed to Completion on the Initial Completion Date (as such term is defined in the ATA), references to the “Completion Date” in this sub-clause 5.1 shall be deemed to be references to the Initial Completion Date. 5.2 The Investor acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, contracts, undertakings, indemnities or other statements whatsoever, other than the Warranties. 5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty. 5.4 The Company shall cease to have any liability in respect of the Warranties on the third anniversary of Completion except in respect of a claim of which the Investor has given notice to the Company before the third anniversary of Completion. 5.5 The Investor’s rights and remedies in respect of any breach of any of the Warranties shall not in any respect be extinguished or affected by Completion. 5.6 The Company undertakes to notify the Investor in writing if anything (including, for the avoidance of doubt, any omission) occurs or is threatened or impending which results in, or which may result in, or which may constitute, a breach of any provision of the Warranties promptly upon articles of incorporation or association of the Company; (b) result in a breach of or constitute a default under any instrument by which Company is bound; (c) result in a breach of any order, judgment or decree of any court or governmental agency to which Company is a party or by which Company is bound, or (d) require the consent of any party other than the Company or the board of directors of the Company; 11.2.4 it coming to its noticehas obtained all regulatory approvals necessary for the importation, both before or at marketing, manufacture, distribution, sale, and exploitation of the time Products in the Territory including without limitation the PRC medical device distribution license and import license, and such regulatory approvals shall remain valid and effective during the Term; Portions of Completion. Any notification this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 11.2.5 it has adequate facilities, financing, and personell to perform, at its own expense, its obligations under this clause 5.5 Agreement; 11.2.6 it shall not operate provide any information or make any request to mislead Misonix with respect to Company’s compliance with applicable Laws; 11.2.7 it will maintain the validity and effectiveness of all licenses, permits, authorizations and other governmental approvals as a disclosure against necessary to perform its obligations under this Agreement; and 11.2.8 for Products manufactured by Misonix, Company shall provide the Warranties warranty and disclaimers specified in Schedule 11.2.8 to all customers and end users, and shall provide no other warranties and disclaimers; and, 11.2.9 it will not cause any act or omission that might reasonably be expected to prejudice the Warranties shall not be subject to any such notificationintegrity, goodwill or reputation of Misonix.