Common use of Sorrento Representations Clause in Contracts

Sorrento Representations. Sorrento hereby represents and warrants to Cambridge that: (a) Sorrento has full power and authority to execute and deliver, and to perform all of its obligations under, this Agreement; (b) the execution, delivery and performance by Sorrento of this Agreement have been approved by all requisite action on the part of Sorrento; (c) the execution, delivery and performance of this Agreement does not and will not: (i) violate or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award, contract, agreement or understanding presently in effect applicable to Sorrento (including the charter and governing documents of Sorrento) or (ii) require any authorization, consent, approval, license, exemption by or from, or filing or registration with, any court, executive or legislative body, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (d) this Agreement constitutes a legal, valid and binding obligation of Sorrento enforceable against it in accordance with its terms; (e) Sorrento has good title to and is the sole owner of all of the Shares, free and clear of all liens, charges and any encumbrances of any kind whatsoever; (f) Seller is not a party to any voting, trust, proxy or other agreement or understanding with respect to the voting of the Shares or any other capital stock of the Company; (g) Sorrento is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (h) Sorrento (i) is a sophisticated person; (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the execution of this Agreement; (iii) has independently and without reliance upon Cambridge, and based on such information as Sorrento has deemed appropriate, made its own analysis and decision to enter into this Agreement; and (iv) acknowledges that arm’s-length negotiations between Sorrento and Cambridge resulted in Sorrento agreeing to the sufficiency of the Purchase Price set forth in this Agreement. Sorrento acknowledges that Cambridge has not given Sorrento any investment advice, credit information or opinion on whether the grant of the Option hereunder or the entry into this Agreement is prudent.

Sorrento Representations. Sorrento hereby represents and warrants to Cambridge that: CSSFF that (a) Sorrento has full power and authority to execute and deliver, and to perform all of its obligations under, this Agreement; (b) the execution, delivery and performance by Sorrento of this Agreement have been approved by all requisite action on the part of Sorrento; (c) the execution, delivery and performance of this Agreement does not and will not: (i) violate or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award, contract, agreement or understanding presently in effect applicable to Sorrento (including the charter and governing documents of Sorrento) or (ii) require any authorization, consent, approval, license, exemption by or from, or filing or registration with, any court, executive or legislative body, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (d) this Agreement constitutes a legal, valid and binding obligation of Sorrento enforceable against it in accordance with its terms; (e) Sorrento has good title to and is the sole owner of the NantKwest Shares, free and clear of all liens, charges and any encumbrances of any kind whatsoever (and at the Closing CSSFF will receive good title to such NantKwest Shares, free and clear of all liens, charges and any encumbrances of any kind whatsoever); (f) Seller Sorrento is not a party to any voting, trust, proxy or other agreement or understanding with respect to the voting of the such NantKwest Shares or any other capital stock of the CompanyNantKwest; (g) Sorrento did not offer or sell such NantKwest Shares by any form of general solicitation or general advertising; (h) Sorrento is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (hi) Sorrento (i) is a sophisticated personperson with respect to the sale of such NantKwest Shares; (ii) has adequate information concerning the business and financial condition of the Company NantKwest to make an informed decision regarding the execution sale of this Agreementsuch NantKwest Shares; (iii) has independently and without reliance upon CambridgeCSSFF or NantKwest or any of its officers or directors, and based on such information as Sorrento has deemed appropriate, made its own analysis and decision to enter into this Agreement; and (iv) acknowledges that arm’s-length negotiations between Sorrento and Cambridge CSSFF resulted in Sorrento agreeing to the sufficiency of the Purchase Price set forth in this Agreementconsideration hereunder. Sorrento acknowledges that Cambridge none of CSSFF or NantKwest (and none of its officers, directors or representatives) has not given Sorrento any investment advice, credit information or opinion on whether the grant sale of the Option hereunder or the entry into NantKwest Shares is prudent; and (j) Xxxxx Xx has authority to execute this Agreement is prudenton behalf of Sorrento.

Sorrento Representations. Sorrento hereby represents and warrants to Cambridge that: CSSFF that (a) Sorrento has full power and authority to execute and deliver, and to perform all of its obligations under, this Agreement; (b) the execution, delivery and performance by Sorrento of this Agreement have been approved by all requisite action on the part of Sorrento; (c) the execution, delivery and performance of this Agreement does not and will not: (i) violate or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award, contract, agreement or understanding presently in effect applicable to Sorrento (including the charter and governing documents of Sorrento) or (ii) require any authorization, consent, approval, license, exemption by or from, or filing or registration with, any court, executive or legislative body, governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (d) this Agreement constitutes a legal, valid and binding obligation of Sorrento enforceable against it in accordance with its terms; (e) Sorrento has good title to and is the sole owner of the NantKwest Shares, free and clear of all liens, charges and any encumbrances of any kind whatsoever (and at the Closing CSSFF will receive good title to such NantKwest Shares, free and clear of all liens, charges and any encumbrances of any kind whatsoever); (f) Seller Sorrento is not a party to any voting, trust, proxy or other agreement or understanding with respect to the voting of the such NantKwest Shares or any other capital stock of the CompanyNantKwest; (g) Sorrento did not offer or sell such NantKwest Shares by any form of general solicitation or general advertising; (h) Sorrento is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (hi) Sorrento (i) is a sophisticated personperson with respect to the sale of such NantKwest Shares; (ii) has adequate information concerning the business and financial condition of the Company NantKwest to make an informed decision regarding the execution sale of this Agreementsuch NantKwest Shares; (iii) has independently and without reliance upon CambridgeCSSFF or NantKwest or any of its officers or directors, and based on such information as Sorrento has deemed appropriate, made its own analysis and decision to enter into this Agreement; and (iv) acknowledges that arm’s-length negotiations between Sorrento and Cambridge CSSFF resulted in Sorrento agreeing to the sufficiency of the Purchase Price set forth in this Agreementconsideration hereunder. Sorrento acknowledges that Cambridge none of CSSFF or NantKwest (and none of its officers, directors or representatives) has not given Sorrento any investment advice, credit information or opinion on whether the grant sale of the Option hereunder or the entry into NantKwest Shares is prudent; and (j) Hxxxx Xx has authority to execute this Agreement is prudenton behalf of Sorrento.