Common use of REPRESENTATIONS AND WARRANTIES OF XXXXXXX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants with respect to himself as follows as of the date hereof: (a) Xxxxxxx has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed, and delivered by Xxxxxxx, constitutes a valid and binding obligation and agreement of Xxxxxxx, and is enforceable against Xxxxxxx in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles. (c) The execution, delivery and performance of this Agreement by Xxxxxxx does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any material breach or material violation of, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, contract, commitment, understanding or arrangement to which Xxxxxxx is a party or by which Xxxxxxx is bound and which is material to Xxxxxxx. (d) As of immediately prior to the execution of this Agreement, neither Xxxxxxx, nor any Affiliate or Associate of Xxxxxxx, is the beneficial owner of any shares of Common Stock. Upon execution of this Agreement, Xxxxxxx may be deemed to have formed a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Shareholder Group with respect to the Common Stock. (e) In addition, Xxxxxxx consents and agrees to serve as a director of the Company as of the date hereof in accordance with the terms of this Agreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants with respect to himself as follows as of the date hereof: (a) Xxxxxxx has the power and authority to execute, deliver and carry out the terms and provisions of Liberty that: this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed, executed and delivered by XxxxxxxXxxxxxx and, constitutes assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation and agreement of Xxxxxxx, and is enforceable against Xxxxxxx him in accordance with its terms, except as enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar laws affecting the rights of creditors generally and subject to by general equity principles. (c) The execution, principles of equity; the execution and delivery and performance of this Agreement by Xxxxxxx does not and the performance of Xxxxxxx'x obligations hereunder will not conflict with or result in a material breach or violation of (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Xxxxxxx, or (ii) result in any material breach or material violation of, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, contract, commitment, understanding or arrangement agreement to which Xxxxxxx is a party or by which Xxxxxxx is bound and which is material to Xxxxxxx. he or his property are bound, or (dii) As assuming expiration of immediately prior all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the execution transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, neither Xxxxxxxincluding, nor without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any Affiliate registration, qualification or Associate of Xxxxxxxfiling with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any shares liens, claims, charges, security interests, pledges or encumbrances of Common Stock. Upon execution any kind (other than any of this Agreementthe foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx may be deemed to have formed a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Shareholder Group with respect to the Common Stockdoes not beneficially own any Company Securities. (e) In addition, Xxxxxxx consents and agrees to serve as a director of the Company as of the date hereof in accordance with the terms of this Agreement.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx hereby represents and warrants with respect to himself as follows Odyssey, as of the date hereofEffective Date, that: (a) 9.1.1. Xxxxxxx is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization and has the full corporate power and authority to execute, deliver enter into this Agreement and to carry out the terms provisions hereof; 9.1.2. Xxxxxxx (a) has the requisite power and provisions authority and the legal right to enter into this Agreement and to perform its obligations hereunder and (b) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated hereby.performance of its obligations hereunder; (b) This 9.1.3. this Agreement has been duly and validly authorized, executed, executed and delivered by Xxxxxxx, constitutes a valid and binding obligation and agreement on behalf of Xxxxxxx, and is constitutes a legal, valid, and binding obligation, enforceable against Xxxxxxx Janssen in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles.terms hereof; (c) The 9.1.4. the execution, delivery and performance of this Agreement by Xxxxxxx does not and will not (i) violate constitute a default under or conflict with any lawagreement, rule, regulation, order, judgment or decree applicable to Xxxxxxxinstrument, or (ii) result in any material breach understanding, oral or material violation ofwritten, or constitute a material default (or an event which with notice or lapse of time or both could become a material default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, contract, commitment, understanding or arrangement to which Xxxxxxx is a party or by which Xxxxxxx is bound bound, or violate any law or regulation of any court, governmental body, or administrative or other agency having jurisdiction over Xxxxxxx; and 9.1.5. Xxxxxxx has obtained all necessary consents, approvals, and which is material authorizations of all Governmental Authorities and other Persons or entities required to Xxxxxxx. (d) As of immediately prior to be obtained by it in connection with the execution of this Agreement, neither Xxxxxxx, nor any Affiliate or Associate of Xxxxxxx, is the beneficial owner of any shares of Common Stock. Upon execution of this Agreement, Xxxxxxx may be deemed to have formed a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Shareholder Group with respect to the Common Stock. (e) In addition, Xxxxxxx consents and agrees to serve as a director of the Company as of the date hereof in accordance with the terms delivery of this Agreement. 9.1.6. Xxxxxxx is the sole and exclusive owner or is a licensee of Xxxxxxx’x Background IP, all of which are free and clear of any liens, charges, and encumbrances other than licenses granted to Third Parties that are not inconsistent with the rights and licenses granted to Odyssey hereunder, and, as of the Effective Date, neither any license granted by Xxxxxxx to any Third Party, nor any license granted by any Third Party to Xxxxxxx, conflicts with the license grants to Odyssey hereunder and Xxxxxxx is entitled to grant all rights and licenses (or sublicenses, as the case may be) under such intellectual property rights it purports to grant to Odyssey under this Agreement; 9.1.7. there are no judgments or settlements against or owed by Xxxxxxx or, to Xxxxxxx’x knowledge, pending or threatened claims or litigation, in either case relating to Xxxxxxx’x Background IP or relating to the transactions contemplated by this Agreement; and 9.1.8. Xxxxxxx has not employed (and, to Xxxxxxx’x 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.