Common use of Representations and Warranties of Vertex Clause in Contracts

Representations and Warranties of Vertex. Vertex hereby represents and warrants to Company, as of the Effective Date, that: (a) Vertex is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) Vertex (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (ii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of Vertex, and constitutes a legal, valid and binding obligation, enforceable against Vertex in accordance with the terms hereof; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (d) the execution, delivery and performance of this Agreement by Vertex will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, or violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over Vertex; and (e) Vertex has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in connection with the execution and delivery of this Agreement.

Representations and Warranties of Vertex. Vertex hereby represents and warrants to Company, as of the Effective Date, that: (a) Vertex is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) Vertex (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, hereunder and (ii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of Vertex, and constitutes a legal, valid and binding obligation, enforceable against Vertex in accordance with the terms hereof; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETSexcept to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, HAS BEEN OMITTED BECAUSE IT IS BOTH insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (Iii) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by Vertex will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to which it either entity is a party or by which it either entity is bound, or violate any law or regulation Applicable Law of any court, governmental body or administrative or other agency having jurisdiction over Vertex; and; (e) Vertex has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in connection with the execution and delivery of this Agreement; and (f) Vertex has not employed (and, to the best of its knowledge, has not used a contractor or consultant that has employed) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person that is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in any capacity in connection with this Agreement.

Representations and Warranties of Vertex. Vertex hereby represents and warrants to Company, as of the Effective Date, that: (a) Vertex is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) Vertex (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, hereunder and (ii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) it has the requisite resources and expertise to perform its obligations hereunder; (d) this Agreement has been duly executed and delivered on behalf of Vertex, and constitutes a legal, valid and binding obligation, enforceable against Vertex in accordance with the terms hereof; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETSexcept to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, HAS BEEN OMITTED BECAUSE IT IS BOTH insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (Iii) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.laws governing specific performance, injunctive relief and other equitable remedies; (de) the execution, delivery and performance of this Agreement by Vertex will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, or violate any law or regulation Applicable Law of any court, governmental body or administrative or other agency having jurisdiction over Vertex; and; (ef) Vertex has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in connection with the execution and delivery of this Agreement; and (g) Vertex is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act of 1933.