Common use of General Representations Clause in Contracts

General Representations. The Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to own its property and assets and to carry on its business as now conducted and to execute, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor DO represents and warrants to CCSI that: (a) DO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of its organization and the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has full all requisite corporate power and authority to own and operate its property and assets properties and to carry on its business as it is now being conducted and to execute, execute and deliver this Agreement and to perform its obligations under hereunder. (b) The execution and delivery by DO of this Agreement. Pledgor has Agreement and the Confidence Agreement and the consummation by it of the other transactions contemplated hereby and thereby have been duly authorized and taken by all other necessary corporate action for the execution, delivery and performance of this AgreementDO. Pledgor has duly executed and delivered this Agreement, and this This Agreement and each Material Project Contract to which the Pledgor is a party constitutes its Confidence Agreement constitute the legal, valid and binding obligation of the PledgorDO, enforceable against it in accordance with its terms against their terms, except to the Pledgor except as enforceability thereof extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium insolvency and other similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s laws affecting creditors' rights generally. (c) The execution and delivery by DO of this Agreement, Agreement and the Confidence Agreement and the performance of its obligations hereunder and thereunder does not violate (i) the Certificate of Incorporation or By-Laws of DO, or (ii) any law, rule, regulation, judgment, award or decree of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement or other instrument to which DO is a party, or by which DO or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties or assets of DO, limited in the case of clauses (ii) or (iii), to those matters which would have a material adverse effect on DO or the transaction contemplated hereby. (d) No material authorization, approval, order, license, permit, franchise or consent and no material registration, declaration, notice or filing by or with any court, administrative agency or other governmental authority is required for the execution and delivery by DO of this Agreement and the Confidence Agreement or the consummation by it of the transactions contemplated hereby and by the Material Project Contracts thereby. (e) OM is a division of DO. (f) The representations and the fulfillment warranties contained in this paragraph 11 of the terms hereof and thereof will Section IV do not (a) violate contain any untrue statement of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Lawsa material fact, or (d) result in or require omit to state a material fact necessary to make the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would contained therein not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effectmisleading.

General Representations. The Pledgor Governmental Lender makes the following (a) The Governmental Lender is duly organizeda public body corporate and politic, validly organized and existing and in good standing under the laws of the jurisdiction of its organization and State, has full the power and authority to own (i) enter into the Funding Loan Documents to which it is a party and the transactions contemplated thereby, (ii) incur the limited obligation represented by the Governmental Lender Notes and the Funding Loan, and apply the proceeds of such obligation or loan to finance the Project, and (iii) carry out its property and assets and to carry on its business as now conducted and to execute, deliver and perform its other obligations under this Agreement. Pledgor Funding Loan Agreement and the Governmental Lender Notes, and by proper action has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. PledgorGovernmental Lender’s execution and delivery of this Agreementof, and its performance under, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Funding Loan Documents or conflict with or violate its contractual obligations, to which it is a party. (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result The Governmental Lender is not in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually default under or in the aggregateviolation of, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with and the execution and delivery of this Agreement the Funding Loan Documents to which it is a party and its compliance with the performance terms and conditions thereof will not conflict or constitute a default under or a violation of, (i) the Act, (ii) to its knowledge, any other existing laws, rules, regulations, judgments, decrees and orders applicable to it, or (iii) to its knowledge, the provisions of any agreements and instruments to which the Governmental Lender is a party, a default under or violation of which would prevent it from entering into the Funding Loan Agreement, executing and delivering the Governmental Lender Notes, financing the Project, executing and delivering the other Funding Loan Documents to which it is a party or consummating the transactions on its part contemplated thereby, and, to its knowledge, no event has occurred and is continuing under the provisions of any such agreement or instrument or otherwise that with the lapse of time or the giving of notice, or both, would constitute such a default or violation (it being understood, however, that the Governmental Lender is making no representations as to the necessity of registering the Governmental Lender Notes or the Borrower Notes pursuant to any securities laws or complying with any other requirements of securities laws). (c) To the best knowledge of the transactions contemplated Governmental Lender, no litigation, inquiry or investigation of any kind in or by this Agreement any judicial or administrative court or agency is pending with respect to which the Governmental Lender has been served with process or, to the knowledge of the Governmental Lender, is threatened against the Governmental Lender with respect to (i) the organization and each Material Project Contract existence of the Governmental Lender, (ii) its authority to execute or deliver the Funding Loan Documents to which it is a party, (iii) the validity or enforceability of any such Funding Loan Documents or the transactions contemplated thereby, (iv) the title of any officer of the Governmental Lender who executed such Funding Loan Documents or (v) any authority or proceedings relating to the execution and delivery of such authorizationsFunding Loan Documents on behalf of the Governmental Lender, consentsand no such authority or proceedings have been repealed, licensesrevoked, orders rescinded or approvals of or registrations or declarations amended but are in full force and effect, in each case, except for . (id) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained The revenues and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which receipts to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to derived from the knowledge of the Pledgor, threatened in writing against or affectingBorrower Loan Agreement, the Pledgor Borrower Notes and this Funding Loan Agreement have not been pledged previously by the Governmental Lender to secure any of its notes or any businessbonds other than the Funding Loan Agreement as evidenced by the Governmental Lender Notes. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the GuaranteeCOVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31MATERIALS, 2022REPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE FUNDING LOAN OR THE BORROWER LOAN, there has been no occurrenceOR AS TO THE CORRECTNESS, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse EffectCOMPLETENESS OR ACCURACY THEREOF.

General Representations. The Pledgor Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation or limited liability company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its organization incorporation or formation, is qualified to do business and has full power and authority to own its property and assets and to carry on is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business as now conducted or the ownership of its properties requires such qualification and failure to execute, deliver and perform have such would prevent it from performing its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the ; (b) The execution, delivery and performance of this Agreement. Pledgor Agreement by such Party has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgorsuch Party, enforceable against it in accordance with its the terms against the Pledgor and conditions hereof, except as enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium and or similar lawslaw affecting creditor’s rights generally, by equitable principlesor (ii) general principles of equity, whether considered at law or in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and any implied covenants of good faith and fair dealing and approvals, governmental or otherwise, necessary for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not to otherwise perform such Party’s obligations under this Agreement; (af) violate Neither Party, nor any of its Governing Documents Affiliates, are a party to, or conflict are otherwise bound by, any oral or written agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or violate the other Party’s rights under this Agreement; and (g) Such Party shall perform its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any obligations hereunder in accordance with all applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization incorporation or formation, is qualified to do business and has full power and authority to own its property and assets and to carry on is in good standing as a foreign entity in each jurisdiction in which the conduct of its business as now conducted or the ownership of its properties requires such qualification and failure to execute, deliver and perform have such would prevent it from performing its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the ; (b) The execution, delivery and performance by such Party of this Agreement. Pledgor Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgorsuch Party, enforceable against it in accordance with its the terms against the Pledgor and conditions hereof, except as enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium and or similar lawslaw affecting creditor’s rights generally, by equitable principlesor (ii) general principles of equity, whether considered at law or in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and any implied covenants of good faith and fair dealing and approvals, governmental or otherwise, necessary for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not to otherwise perform such Party’s obligations under this Agreement; (af) violate Neither Party, nor any of its Governing Documents or conflict with or violate its contractual obligationsAffiliates, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Lawsare a party to, or (d) are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or require the creation that would give to any Third Party any right to assert any claim in or imposition of any Lien upon with respect to, any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (Party’s or the filing of financing statements other Party’s rights under any other local equivalentthis Agreement; (g) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending againstNeither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the Pledgormanufacture, threatened development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing against promptly if it, or affectingif it has knowledge that, the Pledgor any of its licensors or any businessentity acting on its behalf in any capacity in connection with the manufacture, property development or rights commercialization of the Pledgor which Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (ah) individually or Such Party shall perform its obligations hereunder in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effectaccordance with all Laws.

General Representations. The Pledgor Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization incorporation or formation, is qualified to do business and has full power and authority to own its property and assets and to carry on is in good standing as a foreign entity in each jurisdiction in which the conduct of its business as now conducted or the ownership of its properties requires such qualification and failure to execute, deliver and perform have such would prevent it from performing its obligations under this Agreement; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Pledgor has duly authorized and taken all other necessary corporate action for the A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) The execution, delivery and performance by such Party of this Agreement. Pledgor Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgorsuch Party, enforceable against it in accordance with its the terms against the Pledgor and conditions hereof, except as enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium and or similar lawslaw affecting creditor’s rights generally, by equitable principlesor (ii) general principles of equity, whether considered at law or in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and any implied covenants of good faith and fair dealing and approvals, governmental or otherwise, necessary for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not to otherwise perform such Party’s obligations under this Agreement; (af) violate Neither Party, nor any of its Governing Documents or conflict with or violate its contractual obligationsAffiliates, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Lawsare a party to, or (d) are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or require the creation that would give to any Third Party any right to assert any claim in or imposition of any Lien upon with respect to, any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (Party’s or the filing of financing statements other Party’s rights under any other local equivalentthis Agreement; (g) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending againstNeither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the Pledgormanufacture, threatened development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing against promptly if it, or affectingif it has knowledge that, the Pledgor any of its licensors or any businessentity acting on its behalf in any capacity in connection with the manufacture, property development or rights commercialization of the Pledgor which Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (ah) individually or Such Party shall perform its obligations hereunder in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effectaccordance with all Laws.

General Representations. The Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to own its property and assets and to carry on its business as now conducted and to execute, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 20222023, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation or limited liability company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its organization incorporation or formation, is qualified to do business and has full power and authority to own its property and assets and to carry on is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business as now conducted or the ownership of its properties requires such qualification and failure to execute, deliver and perform have such would prevent it from performing its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the ; (b) The execution, delivery and performance of this Agreement. Pledgor Agreement by such Party has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its chatter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgorsuch Party, enforceable against it in accordance with its the terms against the Pledgor and conditions hereof, except as enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium and or similar lawslaw affecting creditor’s rights generally, by equitable principlesor (ii) general principles of equity, whether considered at law or in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and any implied covenants of good faith and fair dealing and approvals, governmental or otherwise, necessary for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not to otherwise perform such Party’s obligations under this Agreement; (af) violate Neither Party, nor any of its Governing Documents Affiliates, are a party to, or conflict are otherwise bound by, any oral or written agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or violate the other Party’s rights under this Agreement; and (g) Such Party shall perform its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any obligations hereunder in accordance with all applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to own its property and assets and to carry on its business as now conducted and to execute, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor▇▇▇▇▇▇▇’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor is duly organized, validly existing Shareholder represents and in good standing under warrants to the laws of the jurisdiction of its organization and Acquiring Parties as follows: (a) The Shareholder has full power and authority to own its property enter into this Agreement and assets the other Transaction Documents to which he is a party, and to carry on its business as now conducted such agreements constitute the valid and to executelegally binding obligation of the Shareholder, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the enforceable against him in accordance with their terms. (b) The execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract the other Transaction Documents by the Shareholder does not contravene or violate any Law or Court Order to which the Pledgor he is a party constitutes its legalsubject; nor does such execution, valid and binding obligation of the Pledgordelivery or performance, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligationsresult in a Default under any term, (b) violate condition or provision of any orderContract, judgment or decree of governmental authority binding on itindenture, (c) violate any applicable Lawsplan, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract Permit to which it he is a party, by which he may have rights or by which any of his assets may be bound or affected, or give any party with rights thereunder the right to consent to or receive notice of the Transaction, terminate, modify, accelerate or otherwise change the existing rights or obligations of the Shareholder. (c) The Shareholder has good and such authorizations, consents, licenses, orders or approvals valid title to all of or registrations or declarations are in full force and effect, in each case, except for (i) the filing shares of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are Common Stock listed on Section 3.03(f) of the Disclosure Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf opposite his name free and clear of any Governmental Authority Encumbrances except those Encumbrances arising under applicable securities laws. The Shareholder has the right to convey such shares of Common Stock free and clear of any Encumbrances except those Encumbrances arising under applicable securities laws. The Shareholder has not granted any interest in the shares of Common Stock owned by him, nor has he granted any preemptive right, right of first refusal, or in arbitration now pending againstsimilar right, orby Contract or otherwise with respect to any security of Tigris, to any Person. (d) The Shareholder is acquiring the knowledge Voting Stock Consideration for his own account for investment and not with a view to the distribution thereof in violation of the Pledgor, threatened in writing against Securities Act. (e) The Shareholder believes he has received all the information it considers necessary or affecting, appropriate for making an investment decision with respect to the Pledgor or any Voting Stock Consideration. The Shareholder further represents that he has had an opportunity to ask questions and receive answers from Verticalnet regarding the terms and conditions of the offering of the Voting Stock Consideration and the business, property properties, prospects and financial condition of Verticalnet. (f) The Shareholder is able to fend for himself, can bear the economic risk of his investment, and has such knowledge and experience in financial or rights business matters that it is capable of evaluating the merits and risks of the Pledgor which (a) individually or investment in the aggregate would reasonably be expected to have a Material Adverse Effect or Voting Stock Consideration. (bg) purport to affect or pertain to this Agreement or The Shareholder is an “accredited investor” (as defined in Rule 501(a) under the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse EffectSecurities Act).

General Representations. The Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to own its property and assets and to carry on its business as now conducted and to execute, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred 40 to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 20222023, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor Each of the Partners represents and warrants to the other Partner that (a) the execution, delivery and performance of this Agreement and its ancillary documents attached hereto as Exhibits ("Ancillary Documents") have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and performance of this Agreement and Ancillary Documents will not result in a breach or violation of or a default under its articles of incorporation or partnership agreement, or under any loan or other agreement or instrument by which it or any of its properties is bound or under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are legal, valid and binding obligations of it, enforceable against it in accordance with their terms and conditions, (d) it is a legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization formation and has full all necessary power and authority to own its property and assets and to carry on its business as now presently conducted and to execute, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or including in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions manner contemplated by this Agreement and each Material Project Contract Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which it is a partythe ownership or use of its property or its activities presently make such qualification necessary, except for such jurisdictions in which the failure to be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, (e) all authorizations, approvals and consents, if' any, required to be obtained from, and all registrations, declarations and filings, if any, required to be made with, all governmental authorities and regulatory bodies and all other persons or entities to permit it to execute and deliver, and to perform its obligations, under this Agreement and Ancillary Documents have been obtained or made and all such authorizations, approvals, consents, licensesregistrations, orders or approvals of or registrations or declarations and filings are in full force and effect, and all terms and conditions contained in each caseor existing in respect of, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actionsapprovals, consents, approvalsregistrations, registrations or declarations and filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, orhave, to the knowledge extent necessary prior to the date of the Pledgorexecution and delivery hereof and thereof, threatened in writing against been duly satisfied and performed, (f) neither it nor any of its partners or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or shareholders in the aggregate hands of a receiver or has committed an act of bankruptcy, and (g) there are no judgments, orders, or decrees of any kind against it unpaid or unsatisfied of record nor any legal action, suit or other legal or administrative proceeding pending before any court or administrative agency which would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effectmaterial adverse effect on its financial condition.

General Representations. The Pledgor Seller represents and warrants to Buyer as of the Effective Date that: (i) Seller is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction State of its organization Delaware, and has full the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (ii) Seller has the legal power and authority to own its property make and assets carry out this Agreement and to carry perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its business part; (iii) this Agreement has been duly and validly executed and delivered by Seller and, as now conducted of the Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to executethe extent that its enforceability may be limited by bankruptcy, deliver and insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; (iv) there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened in writing against Seller or its Affiliates, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability to perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for ; (v) the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this AgreementAgreement by Seller will not conflict with its governing documents, and this Agreement and each Material Project Contract any Applicable Laws, or any covenant, agreement, understanding, decree or order to which the Pledgor Seller is a party constitutes its legalor by which it is bound or affected; (vi) there is no proceeding under applicable bankruptcy or insolvency law contemplated by Seller or, valid and binding obligation of the Pledgorto Seller’s knowledge, enforceable in accordance with its terms threatened against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not it; (avii) violate neither it nor any of its Governing Documents or conflict with or violate its contractual obligationsemployees, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Lawsagents, or representatives have offered or given, or will offer or give, any gratuities to Buyer’s employees, agents or representatives for the purpose of securing the Agreement or securing favorable treatment under this Agreement; (dviii) result Seller or its Affiliates have or will have all legal rights necessary for the Seller to enter upon and occupy the Site for the purpose of constructing, operating and maintaining the Facility for the Term. Seller shall maintain all leases or other land grants necessary for the construction, operation and maintenance of the Facility as valid for the Term; and (ix) Seller or its Affiliate have engaged those professional or other experts it reasonably believes necessary to understand its rights and obligations pursuant to this Agreement. All professionals or experts including engineers, attorneys or accountants, that Seller or its Affiliate may have consulted or relied on in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunder), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of undertaking the transactions contemplated by this Agreement have been solely those of Seller or such Affiliate. In entering into this Agreement and each Material Project Contract to which the undertaking by Seller of the obligations set forth in this Agreement, Seller has investigated and determined that it is a party, and such authorizations, consents, licenses, orders or approvals capable of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements performing under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement and has not relied upon the advice, experience or expertise of Buyer in connection with the Guarantee, Liens or security interests created or purported to be created pursuant to transactions contemplated by this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.

General Representations. The Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to own its property and assets and to carry on its business as now conducted and to execute, deliver and perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, Agreement and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms against the Pledgor except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or (d) result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created hereunderhereunder or permitted under Section 6.02 of the Credit Agreement), where any such violation or conflict referred to in clauses (b) and (c) of this Section 4.8 5.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Material Adverse Effect.the