Common use of Issuer Representations and Warranties Clause in Contracts

Issuer Representations and Warranties. The Issuer represents and warrants to Subscriber as of the Issuance Date and as of the date of this Agreement that: (a) The Issuer and each of its subsidiaries is duly incorporated or formed (as applicable), validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (as applicable), with all corporate, limited liability company, partnership or other entity power and authority to own, lease and operate its properties and conduct its business as presently conducted and, with respect to the Issuer, to enter into, deliver and perform its obligations under this Subscription Agreement. Except where such noncompliance would not reasonably be expected to constitute an Issuer Material Adverse Effect, the Issuer and each of its subsidiaries is duly qualified to do business as a foreign corporation and, to the extent applicable, in good standing, in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business required such qualification. For purposes of this Subscription Agreement, an “Issuer Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Issuer and its subsidiaries and affiliates, taken together as a whole (on a consolidated basis), that, would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Issuer and its subsidiaries, taken together as a whole (on a consolidated basis) or the Issuer’s ability to consummate the transactions contemplated by this Subscription Agreement, including the issuance and sale of the Acquired Shares.

Issuer Representations and Warranties. The Issuer represents and warrants IRIS severally, and not jointly, represent and warrant to Subscriber as of the Issuance Date and as of the date of this Agreement that: (a) The Each of the Issuer and each of its subsidiaries IRIS (i) is duly incorporated or formed (as applicable)organized, validly existing and at the time of the Closing in good standing under the laws of the its jurisdiction of its incorporation or formation incorporation, (as applicable), with all corporate, limited liability company, partnership or other entity ii) has the requisite power and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and, with respect to the Issuer, and to enter into, deliver and perform its obligations under this Subscription Agreement. Except , and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than their jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where such noncompliance the failure to be in good standing would not reasonably be expected to constitute have an Issuer or IRIS Material Adverse Effect, the Issuer and each of its subsidiaries is duly qualified to do business as a foreign corporation and, to the extent applicable, in good standing, in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business required such qualification. For purposes of this Subscription Agreement, an “Issuer or IRIS Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Issuer and its subsidiaries and affiliates, taken together as a whole (on a consolidated basis), that, which would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities condition or results of operations of the Issuer or IRIS and its their subsidiaries, taken together as a whole (on a consolidated basis) basis (for such purposes, after giving effect to the consummation of the transactions hereunder and under the Transaction Agreement), or prevents or materially impairs the ability of the Issuer to timely perform its obligations under this Subscription Agreement or the Issuer’s ability to consummate the transactions contemplated by this Subscription Transaction Agreement, including the issuance and sale of the Acquired Subscribed Shares.

Issuer Representations and Warranties. For purposes of this Section 3, the term “Issuer” shall refer to (i) the Issuer as of the date hereof, and (ii) for purposes of the representations contained in subsections (f), (g), (h) and (k) of this Section 3 and to the extent other representations and warranties are made as of the Closing Date, the combined company after giving effect to the Transactions as of the Closing Date. The Issuer represents and warrants to Subscriber as of the Issuance Date and Subscriber, as of the date of this Agreement Convertible Note Subscription Agreement, that: (a) The Issuer and each of its subsidiaries (i) is duly incorporated or formed (as applicable)incorporated, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or formation incorporation, (as applicable), with all corporate, limited liability company, partnership or other entity ii) has the requisite power and authority to own, lease and operate its properties and conduct properties, to carry on its business as presently it is now being conducted and, with respect to the Issuer, and to enter into, deliver and perform its obligations under this Convertible Note Subscription Agreement. Except , and (iii) is duly licensed (if applicable) or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where such noncompliance the failure to be in good standing would not reasonably be expected to constitute have an Issuer Material Adverse Effect, the Issuer and each of its subsidiaries is duly qualified to do business as a foreign corporation and, to the extent applicable, in good standing, in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business required such qualification. For purposes of this Convertible Note Subscription Agreement, an “Issuer Material Adverse Effect” means (i) an event, change, development, occurrence, condition or effect with respect to the Issuer and its subsidiaries and affiliates, taken together as a whole (on a consolidated basis), that, which would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities condition or results of operations of the Issuer and its subsidiaries, taken together as a whole (on a consolidated basisafter giving effect to the transactions hereunder and under the Transaction Agreement), or (ii) prevents or materially impairs the ability of the Issuer to timely perform its obligations under this Convertible Note Subscription Agreement or the Issuer’s ability to consummate the transactions contemplated by this Subscription Transaction Agreement, including the issuance and sale of the Acquired SharesConvertible Notes.