Common use of No Trading Prior to Effective Date Clause in Contracts

No Trading Prior to Effective Date. Xxxxxxxxx warrants to Nestlé that, immediately prior to the actions set out in Schedule 2.1, the Company has not issued any Shares other than Shares held by Xxxxxxxxx which are fully-paid up and free of all encumbrances, has not traded nor has it received any income or made any gains nor has it entered into any contract (other than this Agreement, the Ancillary Agreements, the Option Agreement and transactions relating to the acquisition of Intellectual Property relating to HMPL-004) since its date of incorporation, has no assets (other than cash with accrued interest in respect of its fully paid up Share and the Acquired Technology) or liabilities (whether actual, contingent or otherwise) other than, in each case, its interest and obligations in this Agreement, the Ancillary Agreements and the Option Agreement and there is no agreement in force (other than this Agreement) which grants the right to any person to call for the allotment, issue or transfer of any Share. Xxxxxxxxx (contracting for itself and as trustee for the Company) agrees to indemnify and keep indemnified Nestlé and the Company on demand against all losses, liabilities and costs which either Xxxxxxxxx or the Company may incur arising out of, or in connection with, any breach of this Section 2.10.

No Trading Prior to Effective Date. Xxxxxxxxx warrants to Nestlé that, immediately prior to the actions set out in Schedule 2.1, the Company has not issued any Shares other than Shares held by Xxxxxxxxx which are fully-paid up and free of all encumbrances, has not traded nor has it received any income or made any gains nor has it entered into any contract (other than this Agreement, the Ancillary Agreements, the Option Agreement and transactions relating to the acquisition of Intellectual Property relating to HMPL-004) since its date of incorporation, has no assets (other than cash with accrued interest in respect of its fully paid up Share and the Acquired Technology) or liabilities (whether actual, contingent or otherwise) other than, in each case, its interest and obligations in this Agreement, the Ancillary Agreements and the Option Agreement and there is no agreement in force (other than this Agreement) which grants the right to any person to call for the allotment, issue or transfer of any Share. Xxxxxxxxx (contracting for itself and as trustee for the Company) agrees to indemnify and keep indemnified Nestlé and the Company on demand against all losses, liabilities and costs which either Xxxxxxxxx or the Company may incur arising out of, or in connection with, any breach of this Section 2.10. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.