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

Representations and Warranties by Each Party. Each of PureTech and the Company, with respect to itself, represents, warrants and covenants to the other that: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or jurisdiction of its incorporation; (b) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate or other action and does not require any shareholder or member action or approval; (c) it has the full right, power, and authority to enter into and deliver this Agreement, and that the execution of this Agreement creates a valid and binding Agreement enforceable against it in accordance with its terms; (d) the execution, delivery, and performance of this Agreement and its compliance with the terms and provisions hereof does not, and will not, conflict with or result in a breach of any of the terms or 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 (e) to its knowledge, there are no existing or threatened actions, suits or claims pending against it with respect to its right to enter into and perform its obligations under this Agreement.

Representations and Warranties by Each Party. Each of PureTech and the Company, with respect to itself, represents, warrants and covenants to the other that: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or jurisdiction of its incorporation; (b) the execution, delivery delivery, and performance of this Agreement has been duly authorized by all requisite corporate or other action and does not require any shareholder or member action or approval; (c) it has the full right, power, and authority to enter into and deliver this Agreement, and that the execution of this Agreement creates a valid and binding Agreement enforceable against it in accordance with its terms; (d) the execution, delivery, and performance of this Agreement and its compliance with the terms and provisions hereof does not, and will not, conflict with or result in a breach of any of the terms or 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 (e) to its knowledge, there are no existing or threatened actions, suits or claims pending against it with respect to its right to enter into and perform its obligations under this Agreement.