Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. (a) The Securities issued and outstanding on the date hereof have been duly authorized and validly issued and purchasers of the Securities will have no obligation to make payments to Issuer or its creditors (other than the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason of the purchasers’ ownership of the Securities; and any Securities to be issued hereafter, when issued, shall have been duly authorized and validly issued and purchasers of the Interests will have no obligation to make payments to Issuer or its creditors (other than the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason of the purchasers’ ownership of the Securities. (b) The Securities to be issued, when issued, will be issued in transactions exempt from registration under the Securities Act pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder; and will be duly registered under the Securities Act or will be exempt from such registration. (c) The execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Securities in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the governing documents of Issuer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Issuer is a party or by which it is bound. This Agreement is enforceable against Issuer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. The representations and warranties of Issuer (as used in this Section 2A, “Issuer” refers to Motus GI Holdings, Inc. and its subsidiaries) to the Placement Agent contained in this Section 2A are true and correct as of the date of this Agreement. (a) The Securities issued Memorandum has been prepared in conformity with all applicable laws, and outstanding on is in compliance in all material respects with Regulation D, the date hereof have been duly authorized Act and validly issued and purchasers the requirements of all other Regulations of the Securities SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Placement Agent notifies Issuer that the Units are to be offered and sold. The Units will have no obligation be offered and sold pursuant to make payments to the registration exemptions provided by Regulation D and Section 4(a)(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those United States jurisdictions in which the Placement Agent notifies Issuer that the Units are being offered for sale. None of Issuer, its affiliates, or any person acting on its creditors or their behalf (other than the purchase price for Placement Agent, its affiliates or any person acting on its behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the Securitiesconditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506(b) of Regulation D or contributions to Issuer or its creditors solely by reason Section 4(a)(2) of the purchasers’ ownership Act, or knows of any reason why any such exemption would be otherwise unavailable to it. None of Issuer, its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation D. Issuer has not, for a period of six months prior to the commencement of the Securities; offering of Units, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and any Securities to be issued hereafter, when issued, shall have been duly authorized and validly issued and purchasers sale of the Interests will have no obligation Units pursuant to make payments this Agreement, would cause the exemption from registration set forth in Rule 506(b) of Regulation D to Issuer or its creditors (other than become unavailable with respect to the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason offer and sale of the purchasers’ ownership of Units pursuant to this Agreement in the SecuritiesUnited States. (b) The Securities Issuer is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Issuer is not a participant in any joint venture, partnership or similar arrangement and does not directly or indirectly own any subsidiaries or otherwise own or hold capital stock or an equity or similar interest in any entity. Issuer is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be issued, when issued, will so qualified or be issued in transactions exempt from registration under the Securities Act pursuant to Tier 2 of Regulation A, good standing would not have an Issuer Material Adverse Effect (as amended, promulgated thereunder; and will be duly registered under the Securities Act or will be exempt from such registration. (c) The execution and delivery of defined below). As used in this Agreement, and “Issuer Material Adverse Effect” means any material adverse effect on the issuance and any subsequent transfer business, properties, assets, operations, results of the Securities in accordance with this Agreement, do not and will not conflict with, violate, operations or result in a breach of, the terms, conditions condition (financial or provisions of, or constitute a default under, the governing documents otherwise) of Issuer, any law or regulation, any order or decree of any court or public authority having jurisdictiontaken as a whole, or any mortgage, indenture, contract, agreement or undertaking to which on the transactions contemplated hereby and the other Issuer is a party Transaction Documents (as defined below) or by which it is bound. This Agreement is enforceable against the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of Issuer in accordance with to perform its terms, except obligations under the Issuer Transaction Documents (as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generallydefined below).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Lender and Borrower, as follows: (a) The Securities issued and outstanding on the date hereof have been Issuer is a municipal corporation duly authorized created and validly issued existing under the Constitution and purchasers laws of the Securities will have no obligation to make payments to Issuer or its creditors (other than the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason of the purchasers’ ownership of the Securities; and any Securities to be issued hereafter, when issued, shall have been duly authorized and validly issued and purchasers of the Interests will have no obligation to make payments to Issuer or its creditors (other than the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason of the purchasers’ ownership of the SecuritiesState. (b) The Securities Issuer will exercise its best efforts to be issued, when issued, will be issued preserve and keep in transactions exempt from registration under the Securities Act pursuant to Tier 2 of Regulation A, full force and effect its existence as amended, promulgated thereunder; and will be duly registered under the Securities Act or will be exempt from such registrationa municipal corporation. (c) The Issuer is authorized under the Constitution and laws of the State to issue the Bonds and to enter into this Agreement, the Arbitrage Certificate and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bonds and the execution and delivery of this AgreementAgreement and the Arbitrage Certificate under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the issuance and any subsequent transfer enforceability of the Securities in accordance Bonds, this Agreement and the Arbitrage Certificate against Issuer. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bonds, this Agreement and the Arbitrage Certificate the valid and binding obligation of Issuer. (e) The officer of Issuer executing the Bonds, this Agreement, do not the Arbitrage Certificate and any related documents has been duly authorized to issue the Bonds and to execute and deliver this Agreement and the Arbitrage Certificate and such related documents under the terms and provisions of a resolution of Issuer's governing body, or by other appropriate official action. (f) Issuer has assigned to Lender all of Issuer's rights in this Agreement (except any indemnification payable to Issuer pursuant to Section 7.07 hereof and notice to Issuer pursuant to Section 12.03 hereof). (g) Issuer will not conflict withpledge, violatemortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or result corporation, except as provided under the terms hereof. (h) None of the issuance of the Bonds or the execution and delivery of this Agreement or the Arbitrage Certificate, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bonds, this Agreement or the Arbitrage Certificate violates any law, rule, regulation or order, conflicts with or results in a breach of, of any of the terms, conditions or provisions of, or constitute a default under, the governing documents of Issuer, any law or regulation, any order or decree of any court or public authority having jurisdiction, restriction or any mortgage, indenture, contract, agreement or undertaking instrument to which Issuer is now a party or by which it is boundbound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (i) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer's knowledge, threatened against or affecting Issuer, challenging Issuer's authority to issue the Bonds or to enter into this Agreement or the Arbitrage Certificate or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bonds, this Agreement or the Arbitrage Certificate or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement. (j) Issuer will submit or cause to be submitted to the Internal Revenue Service a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (k) The issuance of the Bonds for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) after a public hearing held upon reasonable notice. (l) Issuer will comply fully at all times with the Arbitrage Certificate, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Arbitrage Certificate. (m) Issuer will take no action that would cause the Interest on the Bonds to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. This Agreement is enforceable against Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest on the Bonds does not become includable in accordance with its termsgross income of the recipient for federal income tax purposes under the Code (including, except as may be limited by bankruptcywithout limitation, insolvency, moratorium, reorganization the calculation and other similar laws affecting the enforcement payment of creditors’ rights generallyany rebate required to preserve such exclusion).

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. The representations and warranties of Issuer (as used in this Section 2A, “Issuer” refers to Adgero Biopharmaceuticals Holdings, Inc. and its subsidiaries) to the Placement Agent contained in this Section 2A are true and correct as of the date of this Agreement. (a) The Securities issued Memorandum has been prepared in conformity with all applicable laws, and outstanding on is in compliance in all material respects with Regulation D, the date hereof have been duly authorized Act and validly issued and purchasers the requirements of all other Regulations of the Securities SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Placement Agent notifies Issuer that the Units are to be offered and sold excluding any foreign jurisdictions. The Units will have no obligation be offered and sold pursuant to make payments to the registration exemptions provided by Regulation D and Section 4(a)(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those United States jurisdictions in which the Placement Agent notifies Issuer that the Units are being offered for sale. None of Issuer, its affiliates, or any person acting on its creditors or their behalf (other than the purchase price for Placement Agent, its affiliates or any person acting on its behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the Securitiesconditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506(b) of Regulation D or contributions to Issuer or its creditors solely by reason Section 4(a)(2) of the purchasers’ ownership Act, or knows of any reason why any such exemption would be otherwise unavailable to it. None of Issuer, its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation D. Issuer has not, for a period of six months prior to the commencement of the Securities; offering of Units, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and any Securities to be issued hereafter, when issued, shall have been duly authorized and validly issued and purchasers sale of the Interests will have no obligation Units pursuant to make payments this Agreement, would cause the exemption from registration set forth in Rule 506(b) of Regulation D to Issuer or its creditors (other than become unavailable with respect to the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason offer and sale of the purchasers’ ownership of Units pursuant to this Agreement in the SecuritiesUnited States. (b) The Securities Issuer is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Issuer is not a participant in any joint venture, partnership or similar arrangement and does not directly or indirectly own any subsidiaries or otherwise own or hold capital stock or an equity or similar interest in any entity. Issuer is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be issued, when issued, will so qualified or be issued in transactions exempt from registration under the Securities Act pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder; and will be duly registered under the Securities Act or will be exempt from such registration. (c) The execution and delivery of good standing would not have an Issuer Material Adverse Effect. As used in this Agreement, and “Issuer Material Adverse Effect” means any material adverse effect on the issuance and any subsequent transfer business, properties, assets, operations, results of the Securities in accordance with this Agreement, do not and will not conflict with, violate, operations or result in a breach of, the terms, conditions condition (financial or provisions of, or constitute a default under, the governing documents otherwise) of Issuer, any law or regulation, any order or decree of any court or public authority having jurisdictiontaken as a whole, or any mortgage, indenture, contract, agreement or undertaking to which on the transactions contemplated hereby and the other Issuer is a party Transaction Documents (as defined below) or by which it is bound. This Agreement is enforceable against the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of Issuer in accordance with to perform its terms, except obligations under the Issuer Transaction Documents (as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generallydefined below).