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

Representations and Warranties by Each Party. On the Effective Date each party represents and warrants to the other party that: (a) (status) it is a company incorporated and validly existing under the Laws of its jurisdiction; (b) (power) it has full legal capacity and power to: (i) own its property and to carry on its business; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplates; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its business, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and Laws affecting creditors’ rights generally); and (f) (no litigation) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the best of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement; and (g) (no contravention) neither its execution of this Agreement nor the carrying out by it of the transactions that this Agreement contemplates, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitution.

Representations and Warranties by Each Party. On the Effective Date each party Each Party represents and warrants to the other party Party as to itself, that, as of the date hereof: (a) (status) it is a company incorporated duly organized and validly existing under the Laws laws of its jurisdictionjurisdiction of its organization and has all requisite partnership power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement; (b) (power) it has full legal capacity the partnership power and power to: (i) own its property authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to carry on perform its business; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplatesobligations hereunder; (c) (corporate authority) it has taken all corporate necessary action that is necessary or desirable to authorise authorize its entry into execution, delivery and performance of this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its businessAgreement, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legalthe valid, valid legal and binding obligations, obligation of such Party enforceable against it in accordance with its terms (except to the extent as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors or by general equitable principles and Laws affecting creditors’ rights generally(whether considered in a proceeding in equity or at law); and; (f) (no litigationd) no litigation, arbitration, mediation, conciliation Government Approval is required for (i) the valid execution and delivery of this Agreement or administrative proceedings are taking place, pending, or to (ii) the best performance by such Party of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement, except such as (A) have been duly obtained or made or (B) can reasonably be expected to be obtained or made when needed; (e) none of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the transactions contemplated hereby, or the fulfillment of the terms and conditions hereof shall: (i) conflict with or violate any provision of its organizational documents, (ii) conflict with, violate or result in a breach of, any Applicable Law currently in effect, or (iii) conflict with, violate or result in a breach of, or constitute a default under or result in the imposition or creation of, any security under any agreement or instrument to which it is a Party or by which it or any of its properties or assets are bound; (f) no meeting has been convened for its dissolution or winding-up, no such step is intended by it and, so far as it is aware, no petition, application or the like is outstanding or threatened for its dissolution or winding-up; and (g) (no contravention) neither it is not a party to any legal, administrative, arbitral or other proceeding, investigation or controversy pending, or, to the best knowledge of such Party, threatened, that would materially adversely affect such Party’s ability to perform its execution of obligations under this Agreement nor the carrying out by it of the transactions that this Agreement contemplates, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitutionAgreement.

Representations and Warranties by Each Party. On the Effective Date each party Each Party represents and warrants to the other party as of the Effective Date that: (a) (status) it is a company incorporated corporation duly organized, validly existing, and validly existing in good standing under the Laws laws of its jurisdictionjurisdiction of formation; (b) (power) it has full legal capacity corporate power and power to: (i) own authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by law and its property organizational documents to authorize the execution and to carry on its business; and (ii) enter into delivery of this Agreement and to carry out the consummation of the transactions that contemplated by this Agreement contemplatesAgreement; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its business, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legal, a valid and binding obligations, agreement enforceable against it in accordance with its terms terms; (except d) 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; (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 will not (i) conflict with or result in a breach of any provision of its organizational documents; (ii) result in a breach of any agreement to which it is a party; or (iii) violate any law; (f) each Party has obtained or will (prior to commencement of activities relating to the extent limited Collaboration) obtain contractual obligations to effect assignments of all Intellectual Property Rights from all individuals who may participate in the Collaboration on behalf of such Party, including employees of such Party and employees and agents of Affiliates of such Party, and will obtain similar obligations to effect assignments of Intellectual Property Rights from any third party service providers that Cerulean engages for purposes of the Programs prior to commencement of such activities (collectively, the “Researchers”), such that all such Intellectual Property Rights will be assigned to the respective Parties or their Affiliates as contemplated by equitable principles Section 3.1; (g) such Party’s Researchers are subject to a legally binding obligation to maintain the confidentiality of Proprietary Information of such Party and Laws affecting creditors’ rights generallysuch Party’s collaborators (i.e., the other Party) that is no less restrictive than the provisions of Article VI; (h) neither Party, nor to its knowledge, any employee, agent or subcontractor of such Party involved or to be involved in the Development of the Licensed Product has been debarred under Subsection (a) or (b) of Section 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. §335a); and (fi) (no litigation) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the best knowledge of its actual knowledgesuch Party, threatened which, if adversely decided, could have a material adverse effect no Person on its ability to fulfil its obligations under this Agreement; and (g) (no contravention) neither its execution of this Agreement nor the carrying out by it any of the transactions that this Agreement contemplatesFDA clinical investigator enforcement lists (including the Disqualified/Totally Restricted List, does or will: (iRestricted List, and Adequate Assurances List) contravene any Law to which it or any of its property is subject or any order will participate in the performance of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitutionactivities hereunder.

Representations and Warranties by Each Party. On the Effective Date each party represents and warrants to the other party that: (a) (status) it is a company incorporated and validly existing under the Laws of its jurisdiction; (b) (power) it has full legal capacity and power to: (i) own its property and to carry on its business; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplates; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its business, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and Laws affecting creditors’ ' rights generally); and (f) (no litigation) no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the best of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement; and (g) (no contravention) neither its execution of this Agreement nor the carrying out by it of the transactions that this Agreement contemplates, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitution.

Representations and Warranties by Each Party. On the Effective Date each party Each Party represents and warrants to the other party Party as to itself, that, as of the date hereof: (a) (status) it is a company incorporated duly organized and validly existing under the Laws laws of its jurisdictionjurisdiction of its organization and has all requisite limited liability power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement; (b) (power) it has full legal capacity the partnership or limited liability company power and power to: (i) own its property authority, as the case may be, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to carry on perform its business; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplatesobligations hereunder; (c) (corporate authority) it has taken all corporate necessary action that is necessary or desirable to authorise authorize its entry into execution, delivery and performance of this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its businessAgreement, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legalthe valid, valid legal and binding obligations, obligation of such Party enforceable against it in accordance with its terms (except to the extent as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors or by general equitable principles and Laws affecting creditors’ rights generally(whether considered in a proceeding in equity or at law); and; (f) (no litigationd) no litigation, arbitration, mediation, conciliation Government Approval is required for (i) the valid execution and delivery of this Agreement or administrative proceedings are taking place, pending, or to (ii) the best performance by such Party of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement, except such as (A) have been duly obtained or made or (B) can reasonably be expected to be obtained or made when needed; (e) none of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the transactions contemplated hereby, or the fulfillment of the terms and conditions hereof shall: (i) conflict with or violate any provision of its organizational documents, (ii) conflict with, violate or result in a breach of, any Applicable Law currently in effect, or (iii) conflict with, violate or result in a breach of, or constitute a default under or result in the imposition or creation of, any security under any agreement or instrument to which it is a Party or by which it or any of its properties or assets are bound; (f) no meeting has been convened for its dissolution or winding-up, no such step is intended by it and, so far as it is aware, no petition, application or the like is outstanding or threatened for its dissolution or winding-up; and (g) (no contravention) neither it is not a party to any legal, administrative, arbitral or other proceeding, investigation or controversy pending, or, to the best knowledge of such Party, threatened, that would materially adversely affect such Party’s ability to perform its execution of obligations under this Agreement nor the carrying out by it of the transactions that this Agreement contemplates, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitutionAgreement.

Representations and Warranties by Each Party. On the Effective Date each party Each of BI, BUSI and BGMBH represents and warrants to CTI, and CTI represents and warrants to each of BI, BUSI and BGMBH, in each case as of the other party Effective Date that: (a) (status) it is a company incorporated corporation duly organized, validly existing, and validly existing in good standing under the Laws laws of its jurisdictionjurisdiction of formation or organization; (b) (power) it has full legal capacity corporate power and power to: (i) own authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by law and its property organizational documents to authorize the execution and to carry on its business; and (ii) enter into delivery of this Agreement and to carry out the consummation of the transactions that contemplated by this Agreement contemplatesAgreement; (c) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its business, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legal, a valid and binding obligations, agreement enforceable against it in accordance with its terms (except to as the extent enforceability thereof may be limited by equitable principles and Laws bankruptcy, bank moratorium or similar laws affecting creditors’ rights generallygenerally 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); (d) 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; (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 not (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party; or (iii) violate any applicable law; and (f) (no litigation) no litigationit acknowledges and agrees that, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the best of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement; and (g) (no contravention) neither its execution of this Agreement nor the carrying out by it as of the transactions that this Agreement contemplatesEffective Date, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; no Baxter Patents exist, and (ii) contravene any Authorisation; (iii) contravene any agreement binding on it no development techniques, manufacturing techniques, technical data, inventions, manufacturing practices, manufacturing methods, technical know-how or any of its property; or (iv) contravene its constitutionproduct-related know-how, in each case that would constitute or be included in Baxter Know-How, exist.

Representations and Warranties by Each Party. On the Effective Date each party Each Party represents and warrants to the other party Party as to itself, that, as of the date hereof: (a) (status) it is a company incorporated duly organized and validly existing under the Laws laws of its jurisdictionjurisdiction of organization and has all requisite power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agree­ment; (b) (power) it has full legal capacity the power and power to: (i) own its property authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to carry on perform its business; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplatesobligations hereunder; (c) (corporate authority) it has taken all corporate necessary action that is necessary or desirable to authorise authorize its entry into execution, delivery and performance of this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its businessAgreement, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legalthe valid, valid legal and binding obligations, obligation of such Party enforceable against it in accordance with its terms (except to the extent as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors or by general equitable principles and Laws affecting creditors’ rights generally(whether considered in a proceeding in equity or at law); and; (f) (no litigationd) no litigation, arbitration, mediation, conciliation Government Approval is required for (i) the valid execution and delivery of this Agreement or administrative proceedings are taking place, pending, or to (ii) the best performance by such Party of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement, except (A) such as have been duly obtained or made, and (B) in the case of Owner, such as are or will be acquired for the implementation of the Facility; (e) none of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the transactions contemplated hereby, or the fulfillment of the terms and conditions hereof shall: (i) conflict with or violate any provision of its constituting documents, (ii) conflict with, violate or result in a breach of, any Applicable Law currently in effect, or (iii) conflict with, violate or result in a breach of, or constitute a default under or result in the imposition or creation of, any security under any agreement or instrument to which it is a Party or by which it or any of its properties or assets are bound; (f) no meeting has been convened for its dissolution or winding-up, no such step is intended by it and, so far as it is aware, no petition, application or the like is outstanding or threatened for its dissolution or winding-up; and (g) (no contravention) neither it is not a party to any legal, administrative, arbitral or other proceeding, investigation or controversy pending, or, to the best knowledge of such Party, threatened, that would adversely affect such Party’s ability to perform its execution of obligations under this Agreement nor the carrying out by it of the transactions that this Agreement contemplates, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitutionAgreement.

Representations and Warranties by Each Party. On the Effective Date each party Each Party represents and warrants to the other party Party as to itself, that, as of the date hereof: (a) (status) it is a company incorporated duly organized and validly existing under the Laws laws of its jurisdictionjurisdiction of its organization and has all requisite company power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement; (b) (power) it has full legal capacity the company power and power to: (i) own its property authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to carry on perform its business; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplatesobligations hereunder; (c) (corporate authority) it has taken all corporate necessary action that is necessary or desirable to authorise authorize its entry into execution, delivery and performance of this Agreement and its carrying out the transactions that this Agreement contemplates; (d) (Authorisations) it holds each Authorisation that is necessary or desirable to: (i) enable it to properly execute this Agreement and to carry out the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its businessAgreement, and it is complying with any conditions to which any of these Authorisations is subject; (e) (documents effective) this Agreement constitutes its legalthe valid, valid legal and binding obligations, obligation of such Party enforceable against it in accordance with its terms (except to the extent as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors or by general equitable principles and Laws affecting creditors’ rights generally(whether considered in a proceeding in equity or at law); and; (f) (no litigationd) no litigation, arbitration, mediation, conciliation Government Approval is required for (i) the valid execution and delivery of this Agreement or administrative proceedings are taking place, pending, or to (ii) the best performance by such Party of its actual knowledge, threatened which, if adversely decided, could have a material adverse effect on its ability to fulfil its obligations under this Agreement, except such as (A) have been duly obtained or made or (B) can reasonably be expected to be obtained or made when needed (e) none of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the transactions contemplated hereby, or the fulfillment of the terms and conditions hereof shall: (i) conflict with or violate any provision of its organizational documents, (ii) conflict with, violate or result in a breach of, any Applicable Law currently in effect, or (iii) conflict with, violate or result in a breach of, or constitute a default under or result in the imposition or creation of, any security under any agreement or instrument to which it is a Party or by which it or any of its properties or assets are bound; (f) no meeting has been convened for its dissolution or winding-up, no such step is intended by it and, so far as it is aware, no petition, application or the like is outstanding or threatened for its dissolution or winding-up; and (g) (no contravention) neither it is not a party to any legal, administrative, arbitral or other proceeding, investigation or controversy pending, or, to the best knowledge of such Party, threatened, that would materially adversely affect such Party’s ability to perform its execution of obligations under this Agreement nor the carrying out by it of the transactions that this Agreement contemplates, does or will: (i) contravene any Law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property; (ii) contravene any Authorisation; (iii) contravene any agreement binding on it or any of its property; or (iv) contravene its constitutionAgreement.