Common use of Representations and Warranties of Maker Clause in Contracts

Representations and Warranties of Maker. Maker hereby represents and warrants to Lender that (a) as of the Effective Date and conveyance of the Mortgaged Property to Borrower, Maker is the sole legal and equitable owner of the Mortgaged Property; (b) Maker is a limited partnership duly organized and legally existing under the laws of the State of Texas; (c) the execution and delivery of, and performance under the Deed and this Agreement are within Maker’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action and are not in contravention of law or the powers of Maker’s limited partnership agreement or certificate of limited partnership; (d) the Deed and this Agreement constitute the legal, valid and binding obligations of Maker enforceable in accordance with their respective terms; (e) the execution and delivery of the Deed and this Agreement by Maker do not contravene, result in a breach of or constitute a default under any mortgage, deed of trust, loan agreement, indenture or other contract, agreement or undertaking to which Maker is a party or by which Maker or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Maker is subject; and (f) to the best of Maker’s knowledge, there exists no uncured default under the Note or any of the Loan Documents, except as disclosed herein. Maker agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any material respect.

Representations and Warranties of Maker. Maker hereby represents and warrants to Lender that that: (ai) as it, and each of the Effective Date and conveyance of the Mortgaged Property to Borrowerits subsidiaries, Maker is the sole legal and equitable owner of the Mortgaged Property; (b) Maker if any, is a limited partnership corporation duly organized organized, validly existing and legally existing in good standing under the laws of the State jurisdiction of Texasits organization and has all requisite power to carry on its business as now conducted and to own its properties and assets it now owns; (cii) it, and each of its subsidiaries, if any, is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions in which ownership of property or the conduct of its business requires such qualification except jurisdictions in which the failure to qualify to do business will have no material adverse effect on its business, prospects, operations, properties, assets or condition (financial or otherwise); (iii) it, and each of its subsidiaries, if any, and/or affiliates thereof, holds all material licenses and patents and otherwise complies with all material laws, rules and regulations required to permit it to own its property and conduct its business in the jurisdictions in which it owns its property and conducts its business; (iv) it owns the Collateral, free and clear of all liens and encumbrances except for those held by Payee in accordance with the terms of this Note and the Security Agreement, the Patent Security Agreement, the Szulik Lien and any encumbrances that may exist pursuant to the Permitted Encumbrances, as that term is defined in the Security Agreement; (v) the Patents are in full force and effect and Maker is entitled to all rights relating thereto; (vi) it has full power and authority to execute and deliver this Note, and that the execution and delivery ofof this Note will not result in the breach of or default under, with or without the giving of notice and/or the passage of time, any other agreement, financial instrument, arrangement or indenture to which it is a party or by which it may be bound, or the violation of any law, statute, rule, decree, judgment or regulation binding upon it; (vii) it has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”); (viii) the SEC Documents have complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and performance the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under the Deed and this Agreement are within which they were made, not misleading; (ix) as of their respective dates, Maker’s power financial statements included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and authority without the joinder or consent published rules and regulations of any other party and the Commission with respect thereto, such financial statements have been duly authorized by all requisite action and are not prepared in contravention of law accordance with accounting principles generally accepted in the United States as in effect from time to time, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the powers notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of Maker as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments); (x) except as may be set forth in the SEC Documents, Maker has not received notification from the Commission and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against Maker and/or relating to any of Maker’s limited partnership agreement or certificate of limited partnershipsecurities; (dxi) except as may be set forth in the Deed SEC Documents, there is no action, suit, proceeding, or investigation pending or currently threatened against Maker, and (xii) it has taken and will take all acts required, including but not limited to authorizing the signatory hereof on its behalf to execute this Agreement Note, so that upon the execution and delivery of this Note, it shall constitute the legal, valid and legally binding obligations obligation of Maker enforceable in accordance with their respective terms; (e) the execution and delivery terms thereof. Convertible Secured Note of the Deed and this Agreement by Maker do not contraveneProtein Polymer Technologies, result in a breach of or constitute a default under any mortgageInc. payable to Hunter & Co. as agent dated ______, deed of trust, loan agreement, indenture or other contract, agreement or undertaking to which Maker is a party or by which Maker or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Maker is subject; and (f) to the best of Maker’s knowledge, there exists no uncured default under the Note or any of the Loan Documents, except as disclosed herein. Maker agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any material respect.2____

Representations and Warranties of Maker. Maker hereby represents and warrants to Lender that that: (ai) as it, EdgePoint and each of the Effective Date and conveyance of the Mortgaged Property to Borrowerits other subsidiaries, Maker is the sole legal and equitable owner of the Mortgaged Property; (b) Maker if any, is a limited partnership corporation or other entity duly organized organized, validly existing and legally existing in good standing under the laws of the State jurisdiction of Texasits organization and has all requisite power to carry on its business as now conducted and to own its properties and assets it now owns; (cii) it, EdgePoint and each of its other subsidiaries, if any, is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in the execution jurisdictions in which ownership of property or the conduct of its business requires such qualification except jurisdictions in which the failure to qualify to do business will have no material adverse effect on its business, prospects, operations, properties, assets or condition (financial or otherwise); (iii) it, EdgePoint and delivery ofeach of its other subsidiaries, if any, and/or affiliates thereof, holds all licenses and performance under otherwise complies with all laws, rules and regulations required to permit it to own its property and conduct its business in the Deed jurisdictions in which it owns its property and this Agreement are within Maker’s conducts its business; (iv) it has full power and authority without the joinder or consent of any other party to execute and have been duly authorized by all requisite action deliver this Note, and are not in contravention of law or the powers of Maker’s limited partnership agreement or certificate of limited partnership; (d) the Deed and this Agreement constitute the legal, valid and binding obligations of Maker enforceable in accordance with their respective terms; (e) that the execution and delivery of the Deed and this Agreement by Maker do Note will not contravene, result in a the breach of or constitute a default under under, with or without the giving of notice and/or the passage of time, any mortgage, deed of trust, loan other agreement, financial instrument, arrangement or indenture or other contract, agreement or undertaking to which Maker it is a party or by which Maker it or EdgePoint may be bound, or the violation of any law, statute, rule, decree, judgment or regulation binding upon it; (v) it, and each of its subsidiaries, if any, is in material compliance with all of its financial obligations and all of its material agreements; (vi) there is no action, suit, proceeding, or investigation pending or currently threatened against it, EdgePoint or any of its properties may be bound other subsidiaries, if any; and (nor would such vii) it has taken and will take all acts required, including but not limited to authorizing the signatory hereof on its behalf to execute this Note, so that upon the execution and delivery of this Note, it shall constitute such a default the valid and legally binding obligation of Maker enforceable against Maker in accordance with the passage of time or the giving of notice or both) and do not violate or contravene any lawterms thereof. MateonTherapeutics, order, decree, rule or regulation to which Maker is subject; and (f) to the best of Maker’s knowledge, there exists no uncured default under the Note or any of the Loan Documents, except as disclosed herein. Maker agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any material respect.Inc.16% Convertible NotePage 12

Representations and Warranties of Maker. Maker hereby represents and warrants to Lender that that: (ai) as it, and each of the Effective Date and conveyance of the Mortgaged Property to Borrowerits subsidiaries, Maker is the sole legal and equitable owner of the Mortgaged Property; (b) Maker if any, is a limited partnership corporation or other entity duly organized organized, validly existing and legally existing in good standing under the laws of the State jurisdiction of Texasits organization and has all requisite power to carry on its business as now conducted and to own its properties and assets it now owns; (cii) the execution and delivery ofit, and performance under each of its subsidiaries, if any, is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in the Deed jurisdictions in which ownership of property or the conduct of its business requires such qualification except jurisdictions in which the failure to qualify to do business will have no material adverse effect on its business, prospects, operations, properties, assets or condition (financial or otherwise); (iii) it, and this Agreement are within Maker’s each of its subsidiaries, if any, and/or affiliates thereof, holds all licenses and otherwise complies with all laws, rules and regulations required to permit it to own its property and conduct its business in the jurisdictions in which it owns its property and conducts its business; (iv) it has full power and authority without the joinder or consent of any other party to execute and have been duly authorized by all requisite action deliver this Note, and are not in contravention of law or the powers of Maker’s limited partnership agreement or certificate of limited partnership; (d) the Deed and this Agreement constitute the legal, valid and binding obligations of Maker enforceable in accordance with their respective terms; (e) that the execution and delivery of the Deed and this Agreement by Maker do Note will not contravene, result in a the breach of or constitute a default under under, with or without the giving of notice and/or the passage of time, any mortgage, deed of trust, loan other agreement, financial instrument, arrangement or indenture or other contract, agreement or undertaking to which Maker it is a party or by which Maker it may be bound, or the violation of any law, statute, rule, decree, judgment or regulation binding upon it; (v) it, and each of its subsidiaries, if any, is in material compliance with all of its financial obligations and all of its material agreements; (vi) there is no action, suit, proceeding, or investigation pending or currently threatened against it or any of its properties may be bound subsidiaries, if any; and (nor would such vii) it has taken and will take all acts required, including but not limited to authorizing the signatory hereof on its behalf to execute this Note, so that upon the execution and delivery of this Note, it shall constitute such a default the valid and legally binding obligation of Maker enforceable against Maker in accordance with the passage of time or the giving of notice or both) and do not violate or contravene any lawterms thereof. Noble Roman’s, order, decree, rule or regulation to which Maker is subject; and (f) to the best of Maker’s knowledge, there exists no uncured default under the Note or any of the Loan Documents, except as disclosed herein. Maker agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneysInc. __.__.16 [NOTE HOLDER’ fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any material respectNAME TO BE INSERTED] 10.

Representations and Warranties of Maker. Maker hereby represents and warrants to Lender that (a) warrants, as of the Effective Date date hereof, the following: A. Neither the execution or delivery of this Promissory Note nor the observance and conveyance performance of the Mortgaged Property to Borroweragreements and obligations contained herein or therein are prohibited by, Maker is the sole legal and equitable owner of the Mortgaged Property; (b) Maker is a limited partnership duly organized and legally existing under the laws of the State of Texas; (c) the execution and delivery of, and performance under the Deed and this Agreement are within Maker’s power and authority without the joinder in conflict with or consent of any other party and have been duly authorized by all requisite action and are not in contravention of law or the powers of Maker’s limited partnership agreement or certificate of limited partnership; (d) the Deed and this Agreement constitute the legal, valid and binding obligations of Maker enforceable in accordance with their respective terms; (e) the execution and delivery of the Deed and this Agreement by Maker do not contravene, result in a breach of or constitute a default under any mortgage, deed of trust, loan agreement, indenture or other contract, agreement or undertaking other instrument or any law, ordinance, regulation, order, writ or decree to which Maker is a party or by which Maker is bound; B. This Promissory Note constitutes the legal, valid and binding obligation of Maker, enforceable against Maker in accordance with its terms; C. There are no suits or proceedings by or before any court, commission, board or other governmental body pending, or to the knowledge of Maker threatened, which involve or affect the validity or enforceability of this Promissory Note or involve any risk of any judgment or liability being imposed upon Maker which could materially adversely affect the financial condition of Maker or Maker's ability to observe and perform its agreements and obligations hereunder; D. Any and all federal, state and local income tax returns required to have been filed by Maker, as applicable, have been filed, or extensions for the filing thereof have been filed, and all taxes reflected upon any such tax returns, all past due taxes, interest and penalties and all estimated payments required to be paid to date have been paid; and (i) Maker is not insolvent or bankrupt and has not committed any act of bankruptcy; (ii) Maker has not made any general assignment for the benefit of its properties may be bound creditors; (nor would such execution and delivery constitute such a default with the passage of time iii) no proceeding seeking (a) relief under any bankruptcy or the giving of notice or both) and do not violate or contravene any insolvency law, order(b) the rearrangement or readjustment of debt, decreeor (c) the appointment of a receiver, rule custodian, liquidator or regulation trustee to which Maker is subject; and (f) to the best take possession of Maker’s knowledge, there exists no uncured default under the Note or any substantially all of the Loan Documents, except as disclosed herein. Maker agrees assets has been commenced or threatened with respect to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any material respectMaker.