Representation and Acknowledgment. The Participant’s signature below constitutes the Participant’s authorization and consent for the Company to cancel the PSUs in their entirety in accordance with the terms of this Agreement. The Participant represents and warrants to the Company that (a) the Participant has the full power and authority to execute this Agreement and to bind the Participant thereto; (b) this Agreement has been duly and validly executed and delivered by the Participant, constitutes a valid and binding obligation and agreement of the Participant, and is enforceable against the Participant in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles; and (c) the execution, delivery, and performance of this Agreement by the Participant does not and will not violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Participant.
Representation and Acknowledgment. The Company hereby represents and warrants to Gilead that the Company sought and received the Stockholder Approval at a special meeting of the Company’s stockholders held on January 31, 2024 and, based upon the foregoing representation, Gilead hereby acknowledges and agrees that such actions were not a breach or violation of Section 2.3.2 of the Agreement.
Representation and Acknowledgment. Tenant hereby acknowledges that, to Tenant’s current actual knowledge as of the date hereof, Landlord is not in default under any of its obligations under the Lease. Landlord hereby acknowledges that, to Landlord’s current actual knowledge as of the date hereof, Tenant is not in default under any of its obligations under the Lease.
