Common use of REPRESENTATIONS AND WARRANTIES 48 Clause in Contracts

REPRESENTATIONS AND WARRANTIES 48. 11.1 Mutual Representations, Warranties, and Covenants 48 11.2 Additional Representations, Warranties, and Covenants of Surmodics 49 11.3 DISCLAIMER OF WARRANTIES 51 12.1 Indemnification of Surmodics 52 12.2 Indemnification of Abbott 52 12.3 Indemnification Procedures 52 12.4 Special, Indirect and Other Losses 54 12.5 Insurance 55 13.1 Term 55 13.2 Termination for Material Breach 55 13.3 Additional Termination Rights by Abbott 56 13.4 Termination for Patent Challenge 57 13.5 Termination for Insolvency 57 13.6 Rights in Bankruptcy 57 13.7 Consequences of Expiration or Termination 58 13.8 Remedies 58 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 13.9 Accrued Rights; Surviving Obligations 58 14.1 Force Majeure 58 14.2 Export Control 59 14.3 Change in Control of Surmodics 59 14.4 Assignment 59 14.5 Subcontracting 60 14.6 Severability 61 14.7 Dispute Resolution 61 14.8 Governing Law, Jurisdiction, and Venue 61 14.9 Notices 62 14.10 Entire Agreement; Amendments 63 14.11 English Language 64 14.12 Equitable Relief 64 14.13 Waiver and Non-Exclusion of Remedies 64 14.14 No Benefit to Third Parties 65 14.15 Further Assurance 64 14.16 Relationship of the Parties 65 14.17 Non-Solicitation of Employees 65 14.18 References 65 14.19 Construction 65 14.20 Counterparts 65 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. This Development and Distribution Agreement (the “Agreement”) is made and entered into effective as of February 26, 2018 (the “Effective Date”) by and between Surmodics, Inc., a Minnesota corporation (“Surmodics”), and Xxxxxx Vascular, Inc., a subsidiary of Xxxxxx Laboratories, a Delaware corporation (“Abbott”). Surmodics and Abbott are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

REPRESENTATIONS AND WARRANTIES 48. 11.1 Mutual SECTION 3.1. Representations and Warranties of the Debtor, AmeriCredit and AMC 48 SECTION 3.2. Representations and Warranties of the Servicer 52 ARTICLE IV CONDITIONS PRECEDENT 53 SECTION 4.1. Conditions to Closing 53 ARTICLE V COVENANTS 57 SECTION 5.1. Affirmative Covenants of the Debtor and AmeriCredit 57 SECTION 5.2. Negative Covenants of Debtor, AMC and AmeriCredit 61 SECTION 5.3. Hedging Arrangements 64 SECTION 5.4. Affirmative Covenants of the Servicer 65 SECTION 5.5. Negative Covenants of the Servicer 66 ARTICLE VI TERMINATION AND AMORTIZATION EVENTS; OPTIONAL TERMINATION 67 SECTION 6.1. Termination and Amortization Events 67 SECTION 6.2. Termination 71 SECTION 6.3. Optional Redemption of Note 72 SECTION 6.4. Optional Purchase of All Receivables 72 SECTION 6.5. Proceeds 72 ARTICLE VII THE COLLATERAL AGENT 73 SECTION 7.1. Duties of the Collateral Agent 73 SECTION 7.2. Compensation and Indemnification of Collateral Agent 73 SECTION 7.3. [Intentionally Omitted]. 73 SECTION 7.4. Liability of the Collateral Agent. 74 SECTION 7.5. [Intentionally Omitted]. 76 SECTION 7.6. Limitation on Liability of the Collateral Agent and Others 76 ARTICLE VIII THE SECURITIES INTERMEDIARY 77 SECTION 8.1. Duties of the Securities Intermediary. 77 SECTION 8.2. Representations, Warranties, and Covenants 48 11.2 Additional Representations, Warranties, Warranties and Covenants of Surmodics 49 11.3 DISCLAIMER OF WARRANTIES 51 12.1 Indemnification the Securities Intermediary 77 SECTION 8.3. Governing Law for Certain Securities Intermediary Matters 78 ARTICLE IX MISCELLANEOUS 78 SECTION 9.1. Term of Surmodics 52 12.2 Indemnification of Abbott 52 12.3 Indemnification Procedures 52 12.4 Special, Indirect and Other Losses 54 12.5 Insurance 55 13.1 Term 55 13.2 Termination for Material Breach 55 13.3 Additional Termination Rights by Abbott 56 13.4 Termination for Patent Challenge 57 13.5 Termination for Insolvency 57 13.6 Rights in Bankruptcy 57 13.7 Consequences of Expiration or Termination 58 13.8 Remedies 58 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONAgreement 78 SECTION 9.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSWaivers; Amendments. 13.9 Accrued Rights; Surviving Obligations 58 14.1 Force Majeure 58 14.2 Export Control 59 14.3 Change in Control of Surmodics 59 14.4 Assignment 59 14.5 Subcontracting 60 14.6 Severability 61 14.7 Dispute Resolution 61 14.8 78 SECTION 9.3. Notices 79 SECTION 9.4. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Integration; Appointment of Agent for Service of Process. 81 SECTION 9.5. Counterparts; Severability 82 SECTION 9.6. Successors and Assigns. 82 SECTION 9.7. Waiver of Confidentiality 82 SECTION 9.8. Confidentiality Agreement 82 SECTION 9.9. No Bankruptcy Petition Against the Purchaser, JurisdictionAMC, and Venue 61 14.9 Notices 62 14.10 Entire or the Debtor 83 SECTION 9.10. Further Assurances 83 SECTION 9.11. Characterization of the Transactions Contemplated by the Agreement; Amendments 63 14.11 English Language 64 14.12 Equitable Relief 64 14.13 Waiver and Non-Exclusion of Remedies 64 14.14 No Benefit to Third Parties 65 14.15 Further Assurance 64 14.16 Relationship Tax Treatment. 83 SECTION 9.12. Responsibilities of the Parties 65 14.17 Non-Solicitation Debtor 83 SECTION 9.13. Headings 84 SECTION 9.14. Limitation on Liability 84 SECTION 9.15. Binding Effect 84 SECTION 9.16. Effect of Employees 65 14.18 References 65 14.19 Construction 65 14.20 Counterparts 65 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. This Development and Distribution Agreement (the “Agreement”) is made and entered into effective as of February 26, 2018 (the “Effective Date”) by and between Surmodics, Inc., a Minnesota corporation (“Surmodics”), and Xxxxxx Vascular, Inc., a subsidiary of Xxxxxx Laboratories, a Delaware corporation (“Abbott”). Surmodics and Abbott are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”Note Insurer Default 84

REPRESENTATIONS AND WARRANTIES 48. 11.1 Mutual RepresentationsSection 5.1 Existence, WarrantiesQualification and Power; Compliance with Laws 48 Section 5.2 Authorization; No Contravention 48 Section 5.3 Governmental Authorization 48 Section 5.4 Binding Effect 48 Section 5.5 Financial Statements; No Material Adverse Effect 48 Section 5.6 Litigation 49 Section 5.7 No Default 49 Section 5.8 Ownership of Property; Liens 49 Section 5.9 Environmental Compliance 49 Section 5.10 Insurance 50 Section 5.11 Taxes 50 Section 5.12 ERISA Compliance 50 Section 5.13 Subsidiaries 50 Section 5.14 Disclosure 51 Section 5.15 Compliance with Laws 51 Section 5.16 Margin Regulations; Investment Company Act. 51 Section 5.17 Collateral Matters 51 Section 5.18 Rights in Collateral; Priority of Liens 51 Section 6.1 Financial Statements 52 Section 6.2 Certificates; Other Information 53 Section 6.3 Notices 54 Section 6.4 Payment of Obligations 55 Section 6.5 Preservation of Existence, and Covenants 48 11.2 Additional Representations, Warranties, and Covenants Etc 55 Section 6.6 Maintenance of Surmodics 49 11.3 DISCLAIMER OF WARRANTIES 51 12.1 Indemnification Properties 55 Section 6.7 Maintenance of Surmodics 52 12.2 Indemnification of Abbott 52 12.3 Indemnification Procedures 52 12.4 Special, Indirect and Other Losses 54 12.5 Insurance 55 13.1 Term 55 13.2 Termination for Material Breach 55 13.3 Section 6.8 Compliance with Laws 56 Section 6.9 Books and Records 56 Section 6.10 Inspection Rights 56 Section 6.11 Use of Proceeds 56 Section 6.12 Financial Covenants 56 Section 6.13 Additional Termination Rights by Abbott 56 13.4 Termination for Patent Challenge Borrowers 57 13.5 Termination for Insolvency Section 6.14 Collateral Records 57 13.6 Rights in Bankruptcy Section 6.15 Security Interests 57 13.7 Consequences of Expiration or Termination Section 7.1 Liens 58 13.8 Remedies 58 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 13.9 Accrued Rights; Surviving Obligations 58 14.1 Force Majeure 58 14.2 Export Control Section 7.2 Investments 59 14.3 Section 7.3 Indebtedness 60 Section 7.4 Fundamental Changes 60 Section 7.5 Dispositions 61 Section 7.6 Restricted Payments 61 Section 7.7 Change in Nature of Business 62 Section 7.8 Transactions with Affiliates 62 Section 7.9 Margin Regulations 62 Section 7.10 Change of Control 62 Section 7.11 CommerzBank Debt 63 Section 7.12 Change in Legal Name or State of Surmodics 59 14.4 Assignment 59 14.5 Subcontracting 60 14.6 Severability 61 14.7 Dispute Resolution 61 14.8 Governing Law, Jurisdiction, and Venue 61 14.9 Notices 62 14.10 Entire Agreement; Amendments 63 14.11 English Language 64 14.12 Equitable Relief 64 14.13 Waiver and Non-Exclusion of Remedies 64 14.14 No Benefit to Third Parties 65 14.15 Further Assurance 64 14.16 Relationship of the Parties 65 14.17 Non-Solicitation of Employees 65 14.18 References 65 14.19 Construction 65 14.20 Counterparts 65 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. This Development and Distribution Agreement (the “Agreement”) is made and entered into effective as of February 26, 2018 (the “Effective Date”) by and between Surmodics, Inc., a Minnesota corporation (“Surmodics”), and Xxxxxx Vascular, Inc., a subsidiary of Xxxxxx Laboratories, a Delaware corporation (“Abbott”). Surmodics and Abbott are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”Formation 63

REPRESENTATIONS AND WARRANTIES 48. 11.1 Mutual RepresentationsSection 4.1 Legal Existence and Power; Name; Chief Executive Office 48 Section 4.2 Authorization for Borrowings and Letters of Credit; No Conflict as to Law or Agreements 49 Section 4.3 Legal Agreements 49 Section 4.4 Ownership of Borrower 49 Section 4.5 Financial Condition 49 Section 4.6 Adverse Change 50 Section 4.7 Litigation 50 Section 4.8 Regulation U 50 Section 4.9 Taxes 50 Section 4.10 Titles and Liens 51 Section 4.11 Plans 51 Section 4.12 Environmental Compliance 52 Section 4.13 Submissions to Lender Parties 52 Section 4.14 Financial Solvency 52 Section 4.15 Information Regarding Existing Properties, WarrantiesExisting Mortgages, Owned and Covenants 48 11.2 Additional RepresentationsLeased Real Estate and Warehouses 53 Section 4.16 Intellectual Property Rights 53 Section 4.17 Conflicts of Interest 54 Section 4.18 Licenses; Compliance with Laws, WarrantiesOther Agreements, etc 54 Section 4.19 Laws Limiting Incurrence of Debt 54 Section 4.20 Account Relationships 55 Section 4.21 Investment Company Act 55 Section 5.1 Reporting Requirements 55 Section 5.2 Books and Covenants Records; Inspection and Examination 57 Section 5.3 Compliance with Laws 58 Section 5.4 Payment of Surmodics 49 11.3 DISCLAIMER OF WARRANTIES 51 12.1 Indemnification of Surmodics 52 12.2 Indemnification of Abbott 52 12.3 Indemnification Procedures 52 12.4 Special, Indirect Taxes and Other Losses 54 12.5 Claims 58 Section 5.5 Maintenance of Properties 58 Section 5.6 Insurance 55 13.1 Term 55 13.2 Termination for Material Breach 55 13.3 Additional Termination Rights by Abbott 56 13.4 Termination for Patent Challenge 57 13.5 Termination for Insolvency 57 13.6 Rights in Bankruptcy 57 13.7 Consequences 59 Section 5.7 Preservation of Expiration Legal Existence 59 Section 5.8 Creation of Subsidiaries 59 Section 5.9 Risk Management Policies; Ethanol Marketing 59 Section 5.10 Minimum Debt Service Coverage Ratio 59 Section 5.11 Minimum Net Worth 60 Section 5.12 Minimum Working Capital 60 Section 5.13 CoBank Capital Plan 60 Section 5.14 Delivery of Post-Closing Items 60 Section 6.1 Liens 61 Section 6.2 Debt 63 Section 6.3 Guaranties 63 Section 6.4 Investments 64 Section 6.5 Restricted Payments 64 Section 6.6 Restrictions on Sale and Issuance of Subsidiary Stock 64 Section 6.7 Transactions With Affiliates 65 Section 6.8 Consolidation and Merger; Asset Acquisitions; Sale or Termination 58 13.8 Remedies 58 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 13.9 Accrued RightsTransfer of Assets; Surviving Obligations 58 14.1 Force Majeure 58 14.2 Export Control 59 14.3 Change in Control Suspension of Surmodics 59 14.4 Assignment 59 14.5 Subcontracting 60 14.6 Severability 61 14.7 Dispute Resolution 61 14.8 Governing LawBusiness Operations 65 Section 6.9 Permitted Acquisitions 66 Section 6.10 Sale and Leaseback 66 Section 6.11 Restrictions on Nature of Business 67 Section 6.12 Accounting 67 Section 6.13 Capital Expenditures 67 Section 6.14 Hazardous Substances 67 Section 6.15 Subordinated Debt 67 Section 6.16 Tax Consolidation 68 Section 6.17 Negative Pledges, JurisdictionRestrictive Agreements, etc 68 Section 6.18 Inconsistent Agreements 68 Section 6.19 Leases 68 Section 6.20 Deposit, Securities and Venue 61 14.9 Notices 62 14.10 Entire Agreement; Amendments 63 14.11 English Language 64 14.12 Equitable Relief 64 14.13 Waiver and Non-Exclusion of Remedies 64 14.14 No Benefit to Third Parties 65 14.15 Further Assurance 64 14.16 Relationship of the Parties 65 14.17 Non-Solicitation of Employees 65 14.18 References 65 14.19 Construction 65 14.20 Counterparts 65 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. This Development and Distribution Agreement (the “Agreement”) is made and entered into effective as of February 26, 2018 (the “Effective Date”) by and between Surmodics, Inc., a Minnesota corporation (“Surmodics”), and Xxxxxx Vascular, Inc., a subsidiary of Xxxxxx Laboratories, a Delaware corporation (“Abbott”). Surmodics and Abbott are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”Brokerage Accounts 68