Common use of Mutual Representations and Warranties of the Parties Clause in Contracts

Mutual Representations and Warranties of the Parties. (a) Each party to this Agreement represents and warrants to the other party that it: (i) is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (ii) is duly qualified as a corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualifications; (iii) has the requisite corporate power and authority and the legal rights to own, pledge, mortgage, and operate its properties, to lease the properties it operates under lease, and to conduct its business as now conducted and hereafter contemplated to be conducted; (iv) has all necessary licenses, permits, consents, or approvals from or by, has made all necessary notices to, all authorities having jurisdiction, to the extent required for such current ownership and operation or as proposed to be conducted; and (v) is in compliance with its certificate of incorporation and by-laws. (b) Each party to this Agreement represents and warrants to the other party that the execution, delivery and performance of this Agreement and all instruments and documents to be delivered hereunder; (i) are within the party's corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not and will not contravene any provisions of the party's certificate of incorporation or by-laws; (iv) will not violate any law or regulation or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party by which any of its property is bound; and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Agreement has been duly executed and delivered, and constitutes a legal, valid and binding obligation of each party, enforceable in accordance with its terms, subject to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect and to the availability of equitable remedies.

Mutual Representations and Warranties of the Parties. (a) Each party to this Agreement Party represents and warrants to each of the other party Parties as follows and acknowledges that it: the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement and the Pre-Arrangement Transactions: (ia) such Party (other than FSV Holdco) is a corporation duly organized, validly existing, and in good standing existing under the laws of the jurisdiction Province of its organization; (ii) Ontario and FSV Holdco is duly qualified as a corporation and in good standing under an unlimited liability company existing pursuant to the laws of the Province of British Columbia, and each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualifications; (iii) Party has the requisite corporate power and authority and to enter into this Agreement and, subject to obtaining the legal rights to own, pledge, mortgage, and operate its propertiesrequisite approvals contemplated hereby or in the Circular, to lease the properties it operates under lease, and to conduct perform its business as now conducted and hereafter contemplated to be conducted; (iv) has all necessary licenses, permits, consents, or approvals from or by, has made all necessary notices to, all authorities having jurisdiction, to the extent required for such current ownership and operation or as proposed to be conducted; and (v) is in compliance with its certificate of incorporation and by-laws.obligations hereunder; (b) Each party to this Agreement represents and warrants to the other party that the execution, delivery and performance each of this Agreement and all instruments and documents to be delivered hereunder; (i) are within the party's corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not and will not contravene any provisions of the party's certificate of incorporation or by-laws; (iv) will not violate any law or regulation or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party by which any of its property is bound; and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Standstill Agreement has been duly authorized, executed and delivered, delivered by such Party and constitutes is a legal, valid and binding obligation of each partysuch Party, enforceable against such Party by each of the other parties thereto in accordance with its terms, subject to the extent that enforceability may be limited by applicable bankruptcy, reorganizationfraudulent transfer, insolvencymoratorium, moratorium and other reorganization or similar laws affecting creditors' the rights of creditors generally from time to time in effect and to the availability of equitable remediesremedies and the enforceability of any limitations of liability or other exculpatory provisions or indemnities that purport to limit or exculpate a Person from or indemnify such Person for, liabilities imposed by Applicable Law on such Person; (c) the execution and delivery of this Agreement, and the completion of the transactions contemplated herein and in the Plan of Arrangement have been duly approved by the board of directors of such Party and, except as disclosed in the Circular or to the other Parties or except as would not reasonably be expected to have a Material Adverse Effect on such Party, the execution and delivery of this Agreement by such Party and the consummation of the Arrangement and the Pre-Arrangement Transactions will not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance): (i) result in the breach of, or violate any term or provision of, the articles or by-laws of such Party; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which such Party is a party or by which such Party is bound, or to which any of the assets of such Party are subject, or result in the creation of any Encumbrance upon any of the assets of such Party under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a Material Adverse Effect on such Party; or (iii) violate any provisions of any Applicable Law or any judicial or administrative award, judgment, order or decree applicable and known to such Party, the violation of which would have a Material Adverse Effect on such Party; (d) no dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or proposed in respect of such Party, except as contemplated by the Plan of Arrangement, the Pre-Arrangement Transactions, the Tax Ruling and Opinion or the Canadian Tax Ruling Application; and (e) except as disclosed to the other Parties or as contemplated in this Agreement, the Circular, the Interim Order or the Final Order, there is no requirement for such Party to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the Arrangement and the Pre-Arrangement Transactions where failure to comply would reasonably be expected to have a Material Adverse Effect on such Party.

Mutual Representations and Warranties of the Parties. (a) Each party to this Agreement Party represents and warrants to the other party that it: (i) Party as of the Effective Date that: 11.1.1 such Party is a company or corporation duly organized, validly existing, and in good standing under the laws Applicable Laws of the jurisdiction of its organization; (ii) is duly qualified as a corporation such Party’s incorporation or organization and in good standing under the laws of each jurisdiction where its ownership has full corporate or lease of property or the conduct of its business requires such qualifications; (iii) has the requisite corporate other organizational power and authority to execute and deliver this Agreement and to perform such Party’s obligations under this Agreement and the legal rights right to own, pledge, mortgage, own and operate its properties, to lease the properties it operates under lease, property and assets and to conduct carry on its business as it is now being conducted and hereafter as contemplated to be conducted; (iv) has all necessary licenses, permits, consents, or approvals from or by, has made all necessary notices to, all authorities having jurisdiction, to the extent required for such current ownership and operation or as proposed to be conducted; and (v) is in compliance with its certificate of incorporation and by-laws.this Agreement; (b) Each party to 11.1.2 this Agreement represents and warrants to the other party that the execution, delivery and performance of this Agreement and all instruments and documents to be delivered hereunder; (i) are within the party's corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not and will not contravene any provisions of the party's certificate of incorporation or by-laws; (iv) will not violate any law or regulation or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party by which any of its property is bound; and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Agreement has been duly executed and delivereddelivered on behalf of such Party, and constitutes a legalis valid, valid legally binding, and binding obligation of each party, enforceable against such Party in accordance with its terms, subject to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws similar Applicable Laws affecting creditors' ’ rights generally from time and by general principles of equity; 11.1.3 except with respect to time SFJ under the SFJ Agreement (with respect to which Apellis represents and warrants it has received the required consents), the execution, delivery, and performance of this Agreement by such Party does not require any authorization, consent, approval, license, exemption of or filing or registration with any Third Party (including any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign) or under any Applicable Law currently in effect effect, and none of the foregoing is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements except as may be required to obtain clearance under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (15 U.S.C. Sec. 18a), and the rules and regulations promulgated thereunder, or equivalent rules and regulations under Applicable Law in other countries, to conduct clinical studies or Clinical Trials or to seek or obtain Regulatory Approvals; 11.1.4 the execution and delivery of this Agreement and the performance by such Party of such Party’s obligations hereunder have been duly authorized by all necessary corporate action and do not violate such Party’s charter documents, bylaws or other organizational documents or any requirement of any Applicable Law or, except with respect to the availability required consent from SFJ under the SFJ Agreement (which Apellis represents and warrants it has received), any agreement to which such Party is a party in any material respect; 11.1.5 such Party has the full right, power, and authority to grant all of equitable remediesthe license and rights granted by such Party under this Agreement; 11.1.6 neither such Party nor its Affiliates is debarred or is subject to debarment pursuant to Section 306 of the FD&C Act (or similar Applicable Law outside of the U.S.) or is the subject of a conviction described in such Section (“Debarred”), and neither such Party nor any of its Affiliates has used or will use in any capacity, in connection with the services to be performed under this Agreement, any Person who has been Debarred; and 11.1.7 such Party or one (1) of its applicable Affiliates is entitled to claim the benefits of the income tax treaty between Switzerland and Sweden generally as a “resident” of such jurisdiction (within the meaning of Article 4 thereof).

Mutual Representations and Warranties of the Parties. (a) Each party to this Agreement represents and warrants to the other party that it: (i) is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (ii) is duly qualified as a corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualifications; (iii) has the requisite corporate power and authority and the legal rights to own, pledge, mortgage, and operate its properties, to lease the properties it operates under lease, and to conduct its business as now conducted and hereafter contemplated to be conducted; (iv) has all necessary licenses, permits, consents, or approvals from or by, has made all necessary notices to, all authorities having jurisdiction, to the extent required for such current ownership and operation or as proposed to be conducted; and (v) is in compliance with its certificate of incorporation and by-by- laws. (b) Each party to this Agreement represents and warrants to the other party that the execution, delivery and performance of this Agreement and all instruments and documents to be delivered hereunder; (i) are within the party's corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not and will not contravene any provisions of the party's certificate of incorporation or by-laws; (iv) will not violate any law or regulation or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach of, or constitute a default under any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which it is a party by which any of its property is bound; and (vi) do not require any filing or registration with or the consent or approval of any governmental body, agency, authority, or any other person which has not been made or obtained previously. This Agreement has been duly executed and delivered, and constitutes a legal, valid and binding obligation of each party, enforceable in accordance with its terms, subject to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect and to the availability of equitable remedies.