Common use of Representations of Medica Clause in Contracts

Representations of Medica. Medica represents to Nephros as follows: (a) Medica is a corporation validly existing under the laws of its jurisdiction of organization with the power to own all of its properties and assets and to carry on its business as it is currently being conducted. (b) Medica has the power to execute and deliver this agreement and to perform its obligations under this agreement. (c) Medica’s Chief Executive Officer, or Amministratore Unico (AU), has duly authorized Medica to execute and deliver this agreement and perform its obligations under this agreement, and no other corporate proceedings of Medica are necessary with respect thereto. (d) This agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law. (e) Medica is not required to obtain the Consent of any Person, including the Consent of any party to any Contract to which it is a party, in connection with execution and delivery of this agreement and performance of its obligations under this agreement. (f) Medica is the rightful owner or licensee of any Intellectual Property that it may use in performing its obligations under this agreement. (g) Medica’s execution and delivery of this agreement and performance of its obligations under this agreement do not (A) violate any provision of its articles of incorporation or by-laws, as applicable, as currently in effect, (B) conflict with, result in a breach of, constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, result in the creation of any Lien upon any of its properties or assets under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract to which it is a party or by which any of its properties or assets are bound, or (C) violate any Law or Order currently in effect to which it is subject.

Representations of Medica. Medica represents to Nephros as follows:: ------------------------- (a) Medica is a corporation validly existing under the laws of its jurisdiction of organization with the power to own all of its properties and assets and to carry on its business as it is currently being conducted. (b) Medica has the power to execute and deliver this agreement and to perform its obligations under this agreement. (c) Medica’s 's Chief Executive Officer, or Amministratore Unico (AU), has duly authorized Medica to execute and deliver this agreement and perform its obligations under this agreement, and no other corporate proceedings of Medica are necessary with respect thereto. (d) This agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ ' rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law. (e) Medica is not required to obtain the Consent of any Person, including the Consent of any party to any Contract to which it is a party, in connection with execution and delivery of this agreement and performance of its obligations under this agreement. (f) Medica is the rightful owner or licensee of any Intellectual Property that it may use in performing its obligations under this agreement. (g) Medica’s 's execution and delivery of this agreement and performance of its obligations under this agreement do not (A) violate any provision of its articles of incorporation or by-laws, as applicable, as currently in effect, (B) conflict with, result in a breach of, constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, result in the creation of any Lien upon any of its properties or assets under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract to which it is a party or by which any of its properties or assets are bound, or (C) violate any Law or Order currently in effect to which it is subject.

Representations of Medica. Medica represents to Nephros Vapotherm as follows: (a) Medica is a corporation validly existing under the laws of its jurisdiction of organization with the power to own all of its properties and assets and to carry on its business as it is currently being conducted. (b) Medica has the power to execute and deliver this agreement Agreement and to perform its obligations under this agreementAgreement. (c) Medica’s Chief Executive Officer, or Amministratore Unico (AU), has duly authorized Medica to execute and deliver this agreement Agreement and perform its obligations under this agreementAgreement, and no other corporate proceedings of Medica are necessary with respect thereto. (d) This agreement Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law. (e) Medica is not required to obtain the Consent of any Person, including the Consent of any party to any Contract to which it is a party, in connection with execution and delivery of this agreement Agreement and performance of its obligations under this agreementAgreement. (f) Medica is the rightful owner or licensee of any Intellectual Property that it may use in performing its obligations under this agreementAgreement. (g) To Medica’s knowledge, the Medica Baseline IP does not infringe or violate any patent, copyright, trademark, or any other proprietary right of a third party. (h) Medica’s execution and delivery of this agreement Agreement and performance of its obligations under this agreement Agreement do not (A) violate any provision of its articles of incorporation or by-laws, as applicable, as currently in effect, (B) conflict with, result in a breach of, constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, result in the creation of any Lien upon any of its properties or assets under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract to which it is a party or by which any of its properties or assets are bound, or (C) violate any Law or Order currently in effect to which it is subject. [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Representations of Medica. Medica represents to Nephros Vapotherm as follows: (a) Medica is a corporation validly existing under the laws of its jurisdiction of organization with the power to own all of its properties and assets and to carry on its business as it is currently being conducted. (b) Medica has the power to execute and deliver this agreement Agreement and to perform its obligations under this agreementAgreement. (c) Medica’s Chief Executive Officer, or Amministratore Unico (AU), has duly authorized Medica to execute and deliver this agreement Agreement and perform its obligations under this agreementAgreement, and no other corporate proceedings of Medica are necessary with respect thereto. (d) This agreement Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law. (e) Medica is not required to obtain the Consent of any Person, including the Consent of any party to any Contract to which it is a party, in connection with execution and delivery of this agreement Agreement and performance of its obligations under this agreementAgreement. (f) Medica is the rightful owner or licensee of any Intellectual Property that it may use in performing its obligations under this agreementAgreement. (g) To Medica’s knowledge, the Medica Baseline IP does not infringe or violate any patent, copyright, trademark, or any other proprietary right of a third party. [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (h) Medica’s execution and delivery of this agreement Agreement and performance of its obligations under this agreement Agreement do not (A) violate any provision of its articles of incorporation or by-laws, as applicable, as currently in effect, (B) conflict with, result in a breach of, constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, result in the creation of any Lien upon any of its properties or assets under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract to which it is a party or by which any of its properties or assets are bound, or (C) violate any Law or Order currently in effect to which it is subject.