Common use of Representations and Warranties by Each Party Clause in Contracts

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 11.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 11.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 11.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 11.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: 12.1.1 10.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 10.1.2 it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by Applicable Laws Law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 10.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may terms; 10.1.4 all consents, approvals and authorizations from all Governmental Authorities or other Third Parties required to be limited obtained by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered Party in a proceeding at law or in equity)connection with this Agreement have been obtained; and 12.1.4 10.1.5 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not not: (a) conflict with or result in a breach of any provision of its organizational documents, ; (b) result in a breach of any agreement to which it is a partyparty that would impair the performance of its obligations hereunder; or (c) violate any Applicable LawsLaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it It is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it It has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this This Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the The execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party as of the Effective Execution Date that: 12.1.1 (a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 (b) it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; or (ciii) to its knowledge, violate any Applicable Laws.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 13.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 13.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 13.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 13.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; or (ciii) violate any Applicable Lawslaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: 12.1.1 10.1.1 it is a corporation duly organized, validly existing, and in m good standing under the laws of its jurisdiction of formation; 12.1.2 10.1.2 it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by Applicable Laws Law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 10.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may terms; 10.1.4 all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be limited obtained by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered Party in a proceeding at law or in equity)connection with this Agreement have been obtained; and 12.1.4 10.1.5 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not not: (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a partyparty that would impair the performance of its obligations hereunder; or (ciii) violate any Applicable LawsLaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party as of the Effective Execution Date (and from and after the Closing, as of the Closing Date, subject to Sections 2.7.2 and 2.7.3) that: 12.1.1 10.1.1. it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 10.1.2. it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by Applicable Laws Law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 10.1.3. this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may terms; 10.1.4. all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be limited obtained by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered Party in a proceeding at law or in equity)connection with this Agreement have been obtained; and 12.1.4 10.1.5. the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not not: (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a partyparty that would impair the performance of its obligations hereunder; or (ciii) violate any Applicable LawsLaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 (a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, and has taken all corporate action required by Applicable Laws law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby hereby, do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; or (ciii) violate any Applicable Lawslaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: 12.1.1 9.1.1. it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 9.1.2. it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by Applicable Laws Law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 9.1.3. this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except terms; 9.1.4. Neither it nor any of its Affiliates has been debarred or is subject to debarment or has used in any capacity any Person who has been debarred pursuant to Section 306 of the United States Federal Food, Drug and Cosmetic Act, as the enforceability thereof may be limited by bankruptcyamended, bank moratorium or similar laws affecting creditors’ rights generally Applicable Law outside of the U.S. or who is the subject of a conviction described in such section or similar Applicable Law outside of the United States; 9.1.5. all consents, approvals and laws restricting the availability of equitable remedies and may authorizations from all governmental authorities or other Third Parties required to be subject to general principles of equity whether or not obtained by such enforceability is considered Party in a proceeding at law or in equity)connection with this Agreement have been obtained; and 12.1.4 9.1.6. the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not not: (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a partyparty that would impair the performance of its obligations hereunder; or (ciii) violate any Applicable LawsLaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: 12.1.1 10.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 10.1.2 it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by Applicable Laws Law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 10.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except terms; 10.1.4 all consents, approvals and authorizations from all Governmental Authorities or other Third Parties required to be obtained by such Party in connection with this Agreement have been obtained; 10.1.5 it has full right, title and interest to grant a license to its Clinical Data as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered set forth in a proceeding at law or in equity)Section 4.4; and 12.1.4 10.1.6 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not not: (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a partyparty that would impair the performance of its obligations hereunder; or (ciii) violate any Applicable LawsLaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 (a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 (b) it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; , or (ciii) violate any Applicable Lawslaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 (a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 (b) it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (terms, except as the enforceability thereof may be limited by bankruptcy, bank fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or similar laws affecting creditors’ rights generally and laws restricting the availability by general equitable principles and public policy constraints (including those pertaining to limitations and/or exclusions of equitable remedies liability, competition laws, penalties, and may jurisdictional issues including conflicts of laws); (d) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be subject to general principles of equity whether or not obtained by such enforceability is considered Party in a proceeding at law or in equity)connection with this Agreement have been obtained; and 12.1.4 (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall will not (ai) conflict with or result in a breach of any provision of its organizational documents, ; (bii) result in a breach of any agreement to which it is a party; or (ciii) violate any Applicable Lawslaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 5.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 5.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 5.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcyBankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); 5.1.4 all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with this Agreement have been obtained; and 12.1.4 5.1.5 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; or (ciii) violate any Applicable Lawslaw.

Representations and Warranties by Each Party. Each Party represents and warrants to the other Party, as of the Effective Date Amendment Date, that: 12.1.1 13.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 13.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 13.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity equity, whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 13.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby hereby, do not and shall not not: (a) conflict with or result in a breach of any provision of its organizational documents, ; (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

Representations and Warranties by Each Party. Each Party PARTY represents and warrants to the other PARTY that as of the Effective Date thatEFFECTIVE DATE: 12.1.1 11.1.1 it is a corporation or company, as applicable, duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 11.1.2 it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by Applicable Laws APPLICABLE LAW and its organizational documents to authorize the execution and delivery of this Agreement AGREEMENT and the consummation of the transactions contemplated by this AgreementAGREEMENT; 12.1.3 11.1.3 this Agreement AGREEMENT constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity)terms; and 12.1.4 11.1.4 the execution and delivery of this Agreement AGREEMENT and all other instruments and documents required to be executed pursuant to this AgreementAGREEMENT, and the consummation of the transactions contemplated hereby do not and shall not not: (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a partyparty that would impair the performance of its obligations hereunder; or (ciii) cause it to violate any Applicable LawsAPPLICABLE LAW.