Common use of Customer’s Representations and Warranties Clause in Contracts

Customer’s Representations and Warranties. At the time of entering into this Agreement and again upon the entry into any Contracts or transactions under this Agreement, Customer represents, warrants and covenants that (a) Customer has full right, power and authority to enter into this Agreement, and the person executing this Agreement on behalf of Customer is authorized to do so; (b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (c) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through Mxxxxx Sxxxxxx; (d) performance of this Agreement and of transactions entered into pursuant to this Agreement will not violate any Applicable Law to which Customer is subject or any agreement to which Customer is subject or a party, except to the extent such violation does not cause a material adverse effect to the Customer’s business; (e) performance of this Agreement and of transactions entered into pursuant to this Agreement will comply with Customer’s Constitutive Documents, except to the extent such failure to comply does not cause a material adverse effect to the Customer’s business; (f) all of Customer’s information in the Account Application preceding this Agreement (which Application and the information contained therein is hereby incorporated into this Agreement) is true and correct in all material respects and Customer shall promptly notify Mxxxxx Sxxxxxx of any material change in such information; (g) if Customer is domiciled or resident in any Province of Canada, Customer is (i) a company or person, other than an individual, that is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 — Prospectus and Registration Exemptions; or (ii) a person or company deemed to be a “designated institution” under subsection 204(1) of Ontario Regulation 1015 — General Regulation made under the Securities Act (Ontario); (h) if Customer is domiciled or resident in the Province of Québec, Canada, Customer is an “accredited counterparty” under Section 3 of the Québec Derivatives Act; (i) to the extent required under Applicable Law as a regulatory prerequisite to the execution or clearing of any Contract for its Account, Customer is an “eligible contract participant” as defined under Section 1a(18) of the CEA and (j) if Customer enters into any OTC agricultural swap transaction for the purpose of clearing such transaction in the Account, Customer is and will remain during the term of any such transaction an eligible swap participant within the meaning of Rule 35.1(b)(2) of the rules of the CFTC (“CFTC Rules”). “Constitutive Documents” means any (i) incorporating documents, including any articles of incorporation or unanimous shareholders’ agreement, (ii) partnership agreement, (iii) trust deed, agreement or declaration, (iv) by-laws, (v) plan documents, including any statement of investment policies and procedures, in the case of an employee benefit plan, pension plan or master trust in which the assets of a pension plan are invested, and (vi) prospectus or offering memorandum and annual information form, all as applicable, and as amended, replaced, or supplemented from time to time, together with any attachments, schedules, exhibits and documents incorporated by reference.

Customer’s Representations and Warranties. At the time of entering into this Agreement and again upon the entry into any Contracts or transactions under this Agreement, Customer represents, warrants and covenants that (a) Customer has full right, power and authority to enter into this Agreement, and the person executing this Agreement on behalf of Customer is authorized to do so; (b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (c) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through Mxxxxx SxxxxxxXxxxxx Xxxxxxx; (d) performance of this Agreement and of transactions entered into pursuant to this Agreement will not violate any Applicable Law to which Customer is subject or any agreement to which Customer is subject or a party, except to the extent such violation does not cause a material adverse effect to the Customer’s business; (e) performance of this Agreement and of transactions entered into pursuant to this Agreement will comply with Customer’s Constitutive Documents, except to the extent such failure to comply does not cause a material adverse effect to the Customer’s business; (f) all of Customer’s information in the Account Application preceding this Agreement (which Application and the information contained therein is hereby incorporated into this Agreement) is true and correct in all material respects and Customer shall promptly notify Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx of any material change in such information; (g) if Customer is domiciled or resident in any Province of Canada, Customer is (i) a company or person, other than an individual, that is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 — Prospectus and Registration Exemptions; or (ii) a person or company deemed to be a “designated institution” under subsection 204(1) of Ontario Regulation 1015 — General Regulation made under the Securities Act (Ontario); (h) if Customer is domiciled or resident in the Province of Québec, Canada, Customer is an “accredited counterparty” under Section 3 of the Québec Derivatives Act; (i) to the extent required under Applicable Law as a regulatory prerequisite to the execution or clearing of any Contract for its Account, Customer is an “eligible contract participant” as defined under Section 1a(18) of the CEA and (j) if Customer enters into any OTC agricultural swap transaction for the purpose of clearing such transaction in the Account, Customer is and will remain during the term of any such transaction an eligible swap participant within the meaning of Rule 35.1(b)(2) of the rules of the CFTC (“CFTC Rules”). “Constitutive Documents” means any (i) incorporating documents, including any articles of incorporation or unanimous shareholders’ agreement, (ii) partnership agreement, (iii) trust deed, agreement or declaration, (iv) by-laws, (v) plan documents, including any statement of investment policies and procedures, in the case of an employee benefit plan, pension plan or master trust in which the assets of a pension plan are invested, and (vi) prospectus or offering memorandum and annual information form, all as applicable, and as amended, replaced, or supplemented from time to time, together with any attachments, schedules, exhibits and documents incorporated by reference.

Customer’s Representations and Warranties. At Customer represents and warrants to HTWC that: i. it is a limited liability company, duly organized, validly existing and in good standing under the time laws of entering into Delaware; [1] Customer acknowledges and agrees that HTWC has made agreements with a third party who is the trademark owner of a similarly competitive product brand named “AmnioBand” to cease utilizing the name “AmnioBind.” Said third party is aware that HTWC has applied to the FDA/TRG for a name change to “DermaBind,” which is pending. HTWC has the right to continue using the name "AmnioBind" during this Agreement interim change period without issue per agreement of the parties. HTWC anticipates the name change to DermaBind to be approved by the applicable regulatory parties in or around October 2023. ii. it is duly qualified to do business and again upon the entry into any Contracts or transactions under is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, Customer represents, warrants and covenants that (a) Customer ; iii. it has the full right, power power, and authority to enter into this Agreement, Agreement and to perform its obligations hereunder; iv. the person executing execution of this Agreement on behalf of Customer by its representative whose signature is authorized to do so; (b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (c) Customer may lawfully establish and open set forth at the Account for the purpose of effecting purchases and sales of Contracts through Mxxxxx Sxxxxxx; (d) performance end of this Agreement and of transactions entered into pursuant to this Agreement will not violate any Applicable Law to which Customer is subject or any agreement to which Customer is subject or a party, except to the extent such violation does not cause a material adverse effect to the Customer’s business; (e) performance delivery of this Agreement by Customer, have been duly authorized by all necessary action on the part of Customer; v. it has received a copy of the instructions for use (“IFU”) applicable to the Product, and of transactions entered into pursuant to this Agreement will comply with Customer’s Constitutive Documentsshall not use the Product, except in accordance with the IFU; vi. it has sufficient financing and/or available cash on hand to timely pay HTWC the extent such failure Equipment Financing and the Manufacturing Fee and all other amounts that may become due under this Agreement. Further, HTWC, during the Term of this Agreement, may require Customer to comply does not cause a material adverse effect to the Customer’s business; provide adequate assurances (f“Adequate Assurances”) all of Customer’s information available financing. In the event that Customer defaults on any amounts owed to HTWC hereunder, and HTWC requests Adequate Assurances from Customer, and Customer fails to provide HTWC with such Adequate Assurances within ten (10) business days, HTWC may (a) withhold or suspend its obligations, including the obligations to deliver the Product and/or continue manufacturing the Product in the Account Application preceding accordance with this Agreement (which Application and the information contained therein is hereby incorporated into b) if applicable, proceed against Customer for damages occasioned by Customer’s failure to perform, and/or (c) exercise its termination rights in accordance with this Agreement) is true and correct in all material respects and Customer shall promptly notify Mxxxxx Sxxxxxx of any material change in such information; (g) if Customer is domiciled or resident in any Province of Canada, Customer is (i) a company or person, other than an individual, that is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 — Prospectus and Registration Exemptions; or (ii) a person or company deemed to be a “designated institution” under subsection 204(1) of Ontario Regulation 1015 — General Regulation made under the Securities Act (Ontario); (h) if Customer is domiciled or resident in the Province of Québec, Canada, Customer is an “accredited counterparty” under Section 3 of the Québec Derivatives Act; (i) to the extent required under Applicable Law as a regulatory prerequisite to the execution or clearing of any Contract for its Account, Customer is an “eligible contract participant” as defined under Section 1a(18) of the CEA and (j) if Customer enters into any OTC agricultural swap transaction for the purpose of clearing such transaction in the Account, Customer is and will remain during the term of any such transaction an eligible swap participant within the meaning of Rule 35.1(b)(2) of the rules of the CFTC (“CFTC Rules”). “Constitutive Documents” means any (i) incorporating documents, including any articles of incorporation or unanimous shareholders’ agreement, (ii) partnership agreement, (iii) trust deed, agreement or declaration, (iv) by-laws, (v) plan documents, including any statement of investment policies and procedures, in the case of an employee benefit plan, pension plan or master trust in which the assets of a pension plan are invested, and (vi) prospectus or offering memorandum and annual information form, all as applicable, and as amended, replaced, or supplemented from time to time, together with any attachments, schedules, exhibits and documents incorporated by reference.