Common use of Representation and Warranties of Each Party Clause in Contracts

Representation and Warranties of Each Party. Each of Paratek and Almac hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 the execution, delivery and performance of this Agreement by such Party have been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek and Almac CIPAN hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek DISCUS and Almac ACCESS hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 6.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other the jurisdiction of incorporation or formation; 12.1.2 6.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 6.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 6.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 6.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek DEXO and Almac ULURU hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 6.1.1. it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 6.1.2. the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 6.1.3. it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 6.1.4. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 6.1.5. it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek WYETH and Almac XXXXXXXXX hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 8.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation;; [***] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 12.1.2 8.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 8.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 8.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 8.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek and Almac CIPAN hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 13.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 13.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 13.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 13.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 13.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek BD and Almac SDIX hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; 12.1.2 (b) the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other material agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 (e) it shall comply with all applicable laws law and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek WYETH and Almac XXXXXXXXX hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 8.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 8.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 8.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 8.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or by laws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 8.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek WYETH and Almac ACCESS hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 6.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 6.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 6.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 6.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 6.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek ALTRAZEAL and Almac ULURU hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 6.1.1. it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 6.1.2. the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 6.1.3. it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 6.1.4. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 6.1.5. it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek ORADISC and Almac ULURU hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 6.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 6.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 6.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 6.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 6.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek MEDA and Almac ULURU hereby represents, represents warrants and covenants to the other Party hereto as follows: 12.1.1 7.1.1. it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 7.1.2. the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 7.1.3. it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 7.1.4. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 7.1.5. it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

Representation and Warranties of Each Party. Each of Paratek MELMED HOLDING and Almac ULURU hereby represents, warrants and covenants to the other Party hereto as follows: 12.1.1 6.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; 12.1.2 6.1.2 the execution, delivery and performance of this Agreement by such Party have has been duly authorized by all requisite corporate action and do not require any shareholder action or approval; 12.1.3 6.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 12.1.4 6.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof do does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or by laws; or (iiic) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and 12.1.5 6.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.