Common use of Warranties by Company Clause in Contracts

Warranties by Company. The Company warrants to Nestlé as of the Effective Date and as of each Option Completion Date that except as disclosed by the Company in Appendix C to this Agreement (such Appendix to be updated by the Company by no later than five (5) Business Days before the relevant Option Completion Date): 4.2.1 The Company has the right to grant to Nestlé the rights that the Company purports to grant Nestlé hereunder, including the right to grant exclusive licenses to HMPL-004 and the Products under the Company Technology as set forth herein; 4.2.2 The Company has not granted, and, prior to the expiration of the relevant Option Period, will not during the term of this Agreement grant to any Third Party, including any academic organization or agency, any rights to HMPL-004 or the Products; 4.2.3 All of its employees, officers, seconded employees and consultants have executed agreements or have existing obligations under Applicable Laws requiring assignment to the Company of his or her interest in all inventions made during the course of, and as the result of, their association with the Company which may be licensed to Nestlé pursuant to a License Agreement and obligating the individual to maintain as confidential the Company’s Confidential Information as well as Confidential Information of other parties (including Nestlé and its Affiliates) which such individual may receive; 4.2.4 The Company has not granted any Third Party rights that would otherwise interfere or be inconsistent with Nestlé’s rights hereunder, and there are no license or option agreements or other arrangements to which the Company or any of its Affiliates is a party relating to the Products, HMPL-004, Company Patent Rights, Company Know-How or otherwise that would limit the rights granted to Nestlé under this Agreement (including any License Agreement that may be granted hereunder); 4.2.5 To the Company’s knowledge, neither HMPL-004, the Products nor Company Technology infringe or misappropriate, or have infringed or misappropriated the Intellectual Property Rights of any Third Party; 4.2.6 (i) Neither the Company nor to the knowledge of the Company, any employee, agent or subcontractor of the Company involved or to be involved in the development of HMPL-004 or the Products have been debarred under Subsection (a) or (b) of Section 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is known by the Company to have been debarred under Subsection (a) or (b) of Section 306 of said Act will be employed by the Company in the performance of any activities hereunder; and (iii) to the knowledge of the Company, no Person on any of the FDA Clinical Investigator Enforcement Lists (including, but not limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder; 4.2.7 Notwithstanding anything to the contrary contained in this Agreement, the Company has not failed to disclose to Nestlé any fact or circumstance known to the Company and relating to any of HMPL-004, the Products or Company Technology that would be reasonably material.

Warranties by Company. The Company warrants to Nestlé as of the Effective Date and as of each Option Completion Date that except as disclosed by the Company in Appendix C to this Agreement (such Appendix to be updated by the Company by no later than five (5) Business Days before the relevant Option Completion Date): 4.2.1 The Company has the right to grant to Nestlé the rights that the Company purports to grant Nestlé hereunder, including the right to grant exclusive licenses to HMPL-004 and the Products under the Company Technology as set forth herein;; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 4.2.2 The Company has not granted, and, prior to the expiration of the relevant Option Period, will not during the term of this Agreement grant to any Third Party, including any academic organization or agency, any rights to HMPL-004 or the Products; 4.2.3 All of its employees, officers, seconded employees and consultants have executed agreements or have existing obligations under Applicable Laws requiring assignment to the Company of his or her interest in all inventions made during the course of, and as the result of, their association with the Company which may be licensed to Nestlé pursuant to a License Agreement and obligating the individual to maintain as confidential the Company’s Confidential Information as well as Confidential Information of other parties (including Nestlé and its Affiliates) which such individual may receive; 4.2.4 The Company has not granted any Third Party rights that would otherwise interfere or be inconsistent with Nestlé’s rights hereunder, and there are no license or option agreements or other arrangements to which the Company or any of its Affiliates is a party relating to the Products, HMPL-004, Company Patent Rights, Company Know-How or otherwise that would limit the rights granted to Nestlé under this Agreement (including any License Agreement that may be granted hereunder); 4.2.5 To the Company’s knowledge, neither HMPL-004, the Products nor Company Technology infringe or misappropriate, or have infringed or misappropriated the Intellectual Property Rights of any Third Party; 4.2.6 (i) Neither the Company nor to the knowledge of the Company, any employee, agent or subcontractor of the Company involved or to be involved in the development of HMPL-004 or the Products have been debarred under Subsection (a) or (b) of Section 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is known by the Company to have been debarred under Subsection (a) or (b) of Section 306 of said Act will be employed by the Company in the performance of any activities hereunder; and (iii) to the knowledge of the Company, no Person on any of the FDA Clinical Investigator Enforcement Lists (including, but not limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder; 4.2.7 Notwithstanding anything to the contrary contained in this Agreement, the Company has not failed to disclose to Nestlé any fact or circumstance known to the Company and relating to any of HMPL-004, the Products or Company Technology that would be reasonably material.

Warranties by Company. As an inducement to and as a condition of Xxxxxx Capital's willingness to enter into this Agreement, and with full knowledge that the truth and accuracy of the warranties in this Agreement are being relied upon by Xxxxxx Capital, Company warrants as follows: 14.1 By its execution of each Invoice Schedule with respect to Accounts Receivable or acceptance of the Purchase Price with respect to a Purchased Receivable that: 14.1.1 The Company warrants is the sole owner of such Purchased Receivable and such Purchased Receivable has not been previously assigned or encumbered in any manner (other than to Nestlé Xxxxx Fargo Bank as of to which all previously granted security interests have been terminated and released); the Effective Date and as of each Option Completion Date that except as disclosed by the Company in Appendix C to this Agreement (such Appendix to be updated by the Company by no later than five (5) Business Days before the relevant Option Completion Date): 4.2.1 The Company has the right full power and authority to grant sell such Purchased Receivable and its sale to Nestlé Xxxxxx Capital has been duly authorized; 14.1.2 The goods or services listed or referred to in the rights that Purchased Receivable have been shipped or rendered to the Customer, and the prices and terms of shipment set forth therein conform in all material respects to the terms of any related purchase order or agreement with the Customer; 14.1.3 The invoice representing the Purchased Receivable correctly sets forth the full purchase price of the goods and services covered thereby, and such amount, less only the applicable trade discounts and allowances stated therein, if any, is due and owing from the Customer, subject to no known set-offs, deductions, disputes, contingencies or counterclaims against the Company purports or the invoice, and payment thereof is not contingent upon fulfillment of any obligation other than delivery of the goods or services referred to grant Nestlé hereunderin such invoice; and Company represents that its invoices do not represent a delivery of merchandise or services upon consignment, including the right to grant exclusive licenses to HMPL-004 guaranteed sale, or similar term. 14.2 Company is validly existing and the Products in good standing under the laws of the state in which it is incorporated and is properly licensed and authorized to operate the business it conducts under its corporate name or any trade name of and is authorized to do business in every jurisdiction in which it conducts business. 14.3 Each Customer's business is solvent to best of Company's information and knowledge. Commercial Financing Agreement 14.4 Company Technology is, or will be at the time of the purchase by Xxxxxx Capital, the lawful owner of and have good and undisputed title to the Purchased Receivables. 14.5 Company does not own, control or exercise dominion over, in any way whatsoever, the business of any account-debtor/Customer whose Accounts Receivable are to be purchased by Xxxxxx Capital and shall not change or modify the terms of any Account Receivable with any Customer, other than in a commercially reasonable manner, consistent with past practice as set forth herein;to which Xxxxxx Capital is promptly advised, unless Xxxxxx Capital first consents to such change in writing. By way of example only, Company shall not extend a Customer's credit beyond sixty (60) days without Xxxxxx Capital's prior written consent. 4.2.2 The 14.6 All financial records, statements, books or other documents of Company furnished to Xxxxxx Capital for review at any time, either before or after the signing of this Agreement, are true and accurate. Company has no outstanding state, federal, or local tax liabilities that are overdue or are not grantedotherwise the subject of a bona fide dispute being pursued in compliance with applicable governmental rules and regulations as for which Company has established appropriate reserves, andand has filed all tax returns or other documents as required by law. 14.7 Company will not, prior under any circumstances or in any manner whatsoever, interfere with any of Xxxxxx Capital's rights under this Agreement or misdirect any purchase as defined in the attached Exhibit “G”. 14.8 Company shall not factor, finance, give a security interest or sell any of its Accounts Receivable or any of its Collateral to the expiration of the relevant Option Period, will not any person or entity other than Xxxxxx Capital during the term of this Agreement, nor shall any Accounts Receivable to be purchased under this Agreement grant to any Third Partybe previously sold, including any academic organization pledged or agency, any rights to HMPL-004 or the Products; 4.2.3 All of its employees, officers, seconded employees and consultants have executed agreements or have existing obligations under Applicable Laws requiring assignment to the Company of his or her interest in all inventions made during the course of, and as the result of, their association with the Company which may be licensed to Nestlé pursuant to a License Agreement and obligating the individual to maintain as confidential the Company’s Confidential Information as well as Confidential Information of other parties (including Nestlé and its Affiliates) which such individual may receive; 4.2.4 The Company has not granted any Third Party rights that would otherwise interfere or be inconsistent with Nestlé’s rights hereunder, and there are no license or option agreements or other arrangements to which the encumbered by Company or any other person or entity in any manner whatsoever, other than Xxxxx Fargo Bank, as to which all previously granted security interests have been terminated and released. 14.9 Company shall not permit the placement of its Affiliates is a party relating to the Productsany lien, HMPL-004, Company Patent Rights, Company Know-How or otherwise that would limit the rights granted to Nestlé under this Agreement (including any License Agreement that may be granted hereunder); 4.2.5 To the Company’s knowledge, neither HMPL-004, the Products nor Company Technology infringe or misappropriatesecurity interest, or have infringed or misappropriated encumbrance on the Intellectual Property Rights Collateral except with the prior written consent of any Third Party; 4.2.6 (i) Neither the Company nor to the knowledge Xxxxxx Capital and shall maintain all of the CompanyCollateral in good order and in an operating state, any employeecondition, agent or subcontractor of the Company involved or to be involved in the development of HMPL-004 or the Products have been debarred under Subsection (a) or (b) of Section 306 of the Federal Food, Drug and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is known by the Company to have been debarred under Subsection (a) or (b) of Section 306 of said Act will be employed by the Company in the performance of any activities hereunder; and (iii) to the knowledge of the Company, no Person on any of the FDA Clinical Investigator Enforcement Lists (including, but not limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder; 4.2.7 Notwithstanding anything to the contrary contained in this Agreement, the Company has not failed to disclose to Nestlé any fact or circumstance known to the Company and relating to any of HMPL-004, the Products or Company Technology that would be reasonably materialrepair.