Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation;and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into this Agreement and perform its obligations under this Agreement; and (b) It has the power Its execution and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement its obligations and duties hereunder, do not and will not (i) conflict with or result in any breach of any provision of its certificate of incorporation or by- laws, (ii) require any filing with, or permit, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which it is a party or by which any of its properties or assets may be bound, (iv) violate any Jaworder, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such Party. (d) There is no claimfilings, investigationviolations, suit, action breaches or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator thatdefaults which would not, individually or in the aggregate, could reasonably be expected to (i) materially impair the have a material adverse effect on it or its ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized Such Party has the full corporate right, power and validly existing under authority to execute, deliver and perform this Agreement and to consummate the laws of the state or other jurisdiction of incorporation or formationtransactions contemplated hereby; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the The execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Party.; (c) This Agreement has been duly executed and delivered by an authorized officer of such Party, and is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the effect of applicable bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting creditors' rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers; (d) There is no claimSuch Party's execution, investigation, suit, action delivery and performance of this Agreement shall not constitute a breach or proceeding pending or, default under any contract or agreement to the knowledge of such Party’s management, expressly threatened, against which such Party before is a party or by which it is bound or otherwise violate the rights of any Third Party Party; and (e) No consent, approval or authorization of or from any governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such any other Person not a Party to perform any obligation under this Agreement, whether prescribed by law, regulation, contract or (ii) prevent agreement, is required for such Party's execution, delivery and performance of this Agreement or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each of the Parties, severally and not jointly, represents, warrants, and covenants to each other Party hereby represents and warrants (to the other Party extent applicable), as follows:of the RSA Effective Date, as follows (each of which is a continuing representation, warranty, and covenant): (a) It to the extent it is a corporation duly organized and an entity, it is validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationits organization; (b) It it has the all requisite direct or indirect power and authority to execute enter into this Agreement and deliver the Definitive Documents to which it is a party and to carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement and such Party has been authorized to enter into this Agreement, the New Senior Loan Facility and the Definitive Documents and to carry out the Restructuring Transactions contemplated by, and perform its respective obligations hereunderunder this Agreement; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery delivery, and performance by it of this Agreement, and the execution, delivery and performance such Party of this Agreement does not and will not (i) violate any Jawprovision of law, rule rule, or regulation applicable to such Party. it or any of its subsidiaries or its charter or bylaws (dor other similar governing documents) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge those of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreementits subsidiaries, or (ii) prevent except as described in Section 3 hereof conflict with, result in a breach of, or materially delay constitute (with due notice or alter lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party; (d) the consummation execution, delivery, and performance by such Party of this Agreement does not and will not require any registration or filing with, consent, or approval of, or notice to, or other action to, with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary and/or required for disclosure by the Exchange Act; (e) this Agreement is the legally valid and binding obligation of such Party, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws relating to or limiting creditors’ rights generally, by equitable principles relating to enforceability or by the implied covenant of good faith and fair dealing; and (f) it has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel, and has not relied on any statements made by any other Party or such other Party’s legal counsel as to the meaning of any term or all of condition contained herein or in deciding whether to enter into this Agreement or the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date: (a) It it has been duly incorporated and is validly existing as a corporation duly organized and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formationin which it is incorporated; (b) It it has the full power and authority to execute execute, deliver and deliver this Agreement, and to perform its obligations hereunderunder this Agreement; (c) Except for regulatory filings this Agreement has been duly and approvals for the Product referenced hereinvalidly authorized, no authorizationexecuted and delivered on behalf of such Party and is a valid and binding agreement of such Party, consent enforceable against such Party in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreementsimilar laws affecting such enforcement, and the execution, delivery and performance except as enforcement is subject to general principles of this Agreement will not violate any Jaw, rule equity (regardless of whether enforcement is considered in a proceeding in equity or regulation applicable to such Party.at law); and (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the its execution and delivery of this Agreement by such Party and the performance of such Party’s its obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulationsviolate, and (ii) do not and shall not conflict with, violate or breach or constitute a breach of or default under, its organizational documents or require any consent agreement or instrument by which it is bound, and it has no knowledge that its performance of such obligations will violate, or constitute a breach of or default under, any contractual obligation order, rule, law or regulation applicable to such Party of any court, governmental body, administrative agency or self-regulatory authority having jurisdiction over such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It it is a corporation duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) It has the power and authority it is duly authorized to execute and deliver this Agreement, Agreement and to perform its obligations hereunder;, and the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate or partnership action; [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (c) Except for regulatory filings (i) this Agreement is legally binding upon it and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreementenforceable in accordance with its terms, and (ii) the execution, delivery and performance of this Agreement will by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, or violate any Jaw, rule material law or regulation applicable to such Party.of any court, governmental body or administrative or other agency having jurisdiction over it; (d) There is no claimit has not, investigationand will not during the Term, suit, action or proceeding pending or, grant any right to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in that would conflict with the aggregate, could reasonably be expected rights granted to (i) materially impair the ability of such other Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby.hereunder; and (e) Notwithstanding anything (i) to its actual knowledge, it has sufficient legal and/or beneficial title under its intellectual property rights necessary for the contrary in this Agreement, the execution and delivery of purposes contemplated under this Agreement and to grant the performance of rights and licenses such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, Party purports to grant the other Party pursuant to this Agreement; and (ii) do not all of its employees and shall not conflict withconsultants have executed agreements that require assignment to it of all inventions made during the course of and as a result of their association with it and that obligate such individual to maintain as confidential any information that is owned or Controlled by it, violate or breach or constitute a default or require any consent under, any contractual obligation of such that is Confidential Information provided by the other Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized Such Party has the full corporate right, power and validly existing under authority to execute, deliver and perform this Agreement and to consummate the laws of the state or other jurisdiction of incorporation or formationtransactions contemplated hereby; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the The execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Party.; (c) This Agreement has been duly executed and delivered by an authorized officer of such Party, and is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the effect of applicable bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting creditors' rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers; (d) There is no claimExcept for, investigationin the case of AOL, suitthe Third Party consents referred to in Section 2.2(b) above, action or proceeding pending or, to the knowledge of such Party’s management's execution, expressly threatened, against delivery and performance of this Agreement shall not constitute a breach or default under any contract or agreement to which such Party before is a party or by which it is bound or otherwise violate the rights of any Third Party; and (e) Except for, in the case of AOL, the Third Party consents referred to in Section 2.2(b) above, no consent, approval or authorization of or from any governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such any other Person not a Party to perform any obligation under this Agreement, whether prescribed by law, regulation, contract or (ii) prevent agreement, is required for such Party's execution, delivery and performance of this Agreement or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It it is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other its jurisdiction of incorporation or formation; (b) It it has the full corporate power and authority to execute execute, deliver, and deliver perform this Agreement, and has taken all corporate actions required by law and its organizational documents to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, authorize the execution and delivery of this Agreement and the performance consummation of the transactions contemplated by this Agreement; c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; d) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party’s obligations hereunder (iParty in connection with this Agreement have been obtained; e) do not conflict with or violate such Party’s corporate charter the execution and bylaws or any requirement delivery of applicable laws of regulationsthis Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and (ii) the consummation of the transactions contemplated hereby, do not and shall not (i) conflict withwith or result in a breach of any provision of its organizational documents; (ii) result in a breach of any other agreement to which it is a party; or (iii) violate any law; and f) except as otherwise provided herein, violate neither Party nor any of its respective Affiliates has, and neither will during the Term, enter into agreements or breach grant any right, title or constitute a default or require interest to any consent under, any contractual obligation of such PartyPerson that is inconsistent with the rights and licenses granted to the other Party under this Agreement.

Mutual Representations and Warranties. Each Party hereby of the Parties, severally and not jointly, represents and warrants to the each other Party that the following statements are true, correct, and complete as followsof the date hereof (or, if later, the date that such Party first became or becomes a Party) but, solely with respect to the Debtors, subject to any limitations or approvals arising from, or required by, the commencement of the Chapter 11 Cases: (a) It it is a corporation duly organized and validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other jurisdiction of incorporation similar laws relating to or formationlimiting creditors’ rights generally or by equitable principles relating to enforceability; (b) It has except as expressly provided in this Agreement or as may be required for disclosure by the power SEC, no material consent or approval of, or any registration or filing with, any governmental authority or regulatory body is required for it to carry out and authority to execute and deliver this Agreement, and to perform its obligations hereunderunder this Agreement and the Amended Plan; (c) Except for regulatory filings it has all requisite organizational power and approvals for authority to enter into this Agreement and to carry out the Product referenced hereintransactions contemplated by, no authorizationand perform its obligations under, consent or approval of any governmental authority or Third Party is required for this Agreement and the execution, Amended Plan; (d) the execution and delivery and performance by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part; (e) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (f) the execution, delivery delivery, and performance by such Party of this Agreement does not and will not (i) violate any Jawprovision of law, rule rule, or regulation applicable to such Party. it or any of its subsidiaries or its charter or bylaws (dor other similar governing documents) There or those of any of its subsidiaries, (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreementa party, or (iiiii) prevent violate any order, writ, injunction, decree, statute, rule, or materially delay or alter the consummation of any or all of the transactions contemplated herebyregulation. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows(and acknowledges that the other Party is relying on such representations and warranties in connection with entering into this Agreement) that: (a) It such Party is a corporation duly organized and incorporated, validly existing and in good standing under the laws Laws of the state or other its jurisdiction of incorporation or formationand is qualified to do business in all jurisdictions in which qualification is necessary in order to transact its business and perform its obligations set out in this Agreement; (b) It such Party has the all requisite corporate power and authority to execute own, lease and deliver operate its properties and assets and to carry on its business as now being conducted by it; (c) the person executing this AgreementAgreement and each Statement of Work on its behalf has express authority to do so and to bind the Party; (d) it has obtained all necessary approvals, consents and authorizations to enter into, and to perform its obligations hereunderunder, this Agreement and each Statement of Work; (ce) Except for regulatory filings and approvals for it is not under any current obligation or restriction, nor will it knowingly assume any such obligation or restriction, that does or could interfere with the Product referenced herein, no authorization, consent or approval performance of its obligations under this Agreement in any governmental authority or Third Party is required for material respect; (f) the execution, delivery and performance by it of this Agreementdelivery, and the execution, delivery and performance of this Agreement will or any Statement of Work does not violate in any Jawmaterial respect any provision of any bylaw, rule charter, regulation, or regulation applicable any other governing authority of the Party, or any other agreement to such Party. (d) There which it is no claima party, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation and its obligations under this Agreement, including each Statement of Work, are valid and binding obligations; and (g) it is not insolvent or (ii) prevent or materially delay or alter the consummation subject of any insolvency, winding up or all similar proceedings in its country of the transactions contemplated herebyincorporation. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. As of the Effective Date, Each Party hereby represents and warrants to the other Party as follows: that (a) It it is a corporation duly organized and validly existing under the laws of the state or other corporation in good standing in its jurisdiction of incorporation or formation; incorporation, (b) It it has the legal right and power to enter into this Agreement, to extend the rights and authority licenses granted or to execute and deliver be granted to the other in this Agreement, and to fully perform its obligations hereunder; , (c) Except for regulatory filings it has not made and approvals for the Product referenced hereinit covenants it will not make any commitments to others in conflict with such rights or this Agreement, no authorization(d) except as otherwise disclosed, consent or approval it is not aware of any governmental authority or Third Party is required for legal obstacles which could prevent it from carrying out the execution, delivery and performance by it provisions of this Agreement, (e) no consent, approval, or agreement of any person, party, court, government or entity is required to be obtained or if required, each Parties has obtained by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, (f) it has obtained all necessary corporate approvals to enter into this Agreement, (g) this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms, subject to applicable limitations on such enforcement based on bankruptcy laws and other debtors’ rights, and (h) the execution, delivery and performance of this Agreement will not conflict with its charter documents or any agreements, contracts, or other arrangements to which it is or becomes a party or by which it is or becomes bound, nor violate any Jaw, rule law or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any court, governmental body or all of the transactions contemplated herebyadministrative or other agency having authority over it. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party as followsthat: (a) It such Party is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the its state or other jurisdiction of incorporation or formation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) It has the power and authority such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, and except where the failure to perform obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (cd) Except for regulatory filings this Agreement is a legal and approvals for valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Product referenced herein, no authorization, consent or approval enforcement of any governmental authority or Third Party is required for creditors’ rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement, Agreement and its compliance with the execution, delivery terms and performance provisions of this Agreement does not and will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict withthe provisions of its charter, violate operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or constitute a default or require any consent underconflict would not materially impact the Party’s ability to meet its obligations hereunder; and (f) it shall comply in all material respects with all laws, any contractual obligation of such Partyrules and regulations applicable to its performance under this Agreement.

Mutual Representations and Warranties. Each Party hereby represents and warrants to that, as of the other Party as followsEffective Date: (a) It it is a corporation duly organized and incorporated, validly existing and is in good standing under the laws of the state or in which it is incorporated, and is good standing in each other jurisdiction of incorporation where the failure to be in good standing would have a material adverse affect on its business or formationits ability to perform its obligations under this Agreement; (b) It it has the all necessary corporate power and authority to execute own, lease and deliver operate its assets and to carry on its business as presently conducted and as it will be conducted pursuant to this Agreement, ; (c) it has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance consummation of such Party’s obligations hereunder this transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions on its part; (id) do not conflict with or violate such Party’s corporate charter this Agreement constitutes a legal, valid and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual binding obligation of such Party, enforceable against it in connection with its terms; (e) to its knowledge, it is not a party to, and is not bound or affected by or subject to, any instrument, agreement, charter or by-law provision, law, rule, regulation, judgment or order which would be contravened or breached as a result of the execution of this Agreement or consummation of the transactions contemplated by this Agreement; (f) it will exercise commercially reasonable efforts to screen any Software provided, or otherwise made available by it to the other Party under this Agreement for the purpose of avoiding the introduction of any computer virus; and (g) ACS will comply with all applicable laws, rules and regulations related to its delivery of the Services and Customer will comply with all applicable laws, rules and regulations related to its receipt of the Services.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party Party, as of the Effective Date, as follows: (a) It such Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or formationthe ownership of its properties requires such qualification and failure to have such would prevent such Party from performing its obligations under this Agreement; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jawby such Party have been duly authorized by all necessary corporate action, rule or regulation applicable and this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its terms and does not: (i) to such Party. (d) There is no claim’s knowledge and belief, investigationviolate any law, suitrule, action regulation, order, writ, judgment, decree, determination or proceeding pending oraward of any court, to the knowledge of governmental body or administrative or other agency having jurisdiction over such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or ; nor (ii) prevent conflict with, or materially delay constitute a default under, any agreement, instrument or alter understanding, oral or written, to which such Party is a party or by which it is bound; (c) such Party has obtained, or is not required to obtain, the consummation consent, approval, order or authorization of any Third Party, or all of the transactions contemplated hereby. (e) Notwithstanding anything has completed, or is not required to the contrary complete, any registration, qualification, designation, declaration or filing with any Regulatory Authority or governmental authority in this Agreement, connection with the execution and delivery of this Agreement and the performance by such Party of its obligations under this Agreement, except as contemplated under the Regulatory Plan; and (d) such Party’s obligations hereunder (i) do Party has the right to grant the rights contemplated under this Agreement and has not, and will not during the Term, grant any right to any Third Party that would conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partythe rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby party represents and warrants to the other Party as followsparty that: (a) It it is duly organized, validly existing and in good standing as a corporation duly organized and validly existing or other entity as represented herein under the laws and regulations of the state or other its jurisdiction of incorporation incorporation, organization or formationchartering; (bi) It it has the full right, power and authority to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunder, and (ii) the execution of this Agreement by a Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; (c) Except for regulatory filings when executed and approvals for delivered by the Product referenced hereinparty, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jawshall constitute the legal, rule or regulation applicable to such Party.valid and binding obligation of that party, enforceable against that party in accordance with its terms; (d) There it is no claimthe sole and exclusive legal and beneficial owner and has sole and exclusive control (by ownership, investigationlicense, suitpermit or otherwise) of the entire right, action title, and interest in and to its Background Property, and specifically are able to assign or proceeding pending or, contribute to the knowledge of such Party’s management, expressly threatened, against such Party before Joint Venture Project its Background Property without legal hindrance or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby.other third-party approval; (e) Notwithstanding anything it has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant the rights hereunder to its Background Property pursuant to the contrary in terms of this Agreement; (f) it has not granted and will not grant any licenses or permits or other contingent or non-contingent right, title or interest under or relating to the Background Property, or will not be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any party's representations, warranties or obligations or rights, licenses or permits hereunder; (g) it is under no obligation to any third party that would interfere with its representations, warranties or obligations under this Agreement; and (h) there neither are nor at any time during the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with Term will be any encumbrances, liens or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partysecurity interests involving its Background Intellectual Property.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party with respect to this Agreement and as followsof the Effective Date of this Agreement that: (a) It 9.1.1 such Party is a corporation duly organized and organized, validly existing and in good standing under the laws Law of the state or other jurisdiction of its incorporation or formation; (b) It and has the full corporate power and authority to execute enter into this Agreement and deliver to carry out the provisions hereof; 9.1.2 this AgreementAgreement has been duly executed and delivered on behalf of such Party, and to perform its obligations hereunderconstitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; (c) Except for regulatory filings and approvals for 9.1.3 the Product referenced herein, no authorization, consent or approval performance of any governmental authority or Third Party is required for the execution, delivery and performance this Agreement by it of this Agreement, and does not create a breach or default under any other agreement to which it is a party; 9.1.4 the execution, delivery and performance of this Agreement will by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Jaw, rule Applicable Law or regulation applicable of any court, governmental body or administrative or other agency having jurisdiction over such Party; 9.1.5 such Party is authorized to grant the rights and licenses contemplated under this Agreement and Recursion in particular and without limiting the foregoing represents and warrants that it is authorized to ▇▇▇▇▇ ▇▇▇▇▇ the rights and licenses contemplated under this Agreement; and 9.1.6 to such Party. (d) There ’s knowledge, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is no claimor will be necessary for, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in connection with, the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform transaction contemplated by this Agreement or any obligation under this Agreementother agreement or instrument executed in connection herewith, or (ii) prevent or materially delay or alter for the consummation performance by it of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of its obligations under this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with other agreements except as may be required to obtain ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partyother clearances as required by other government authorities.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It such Party is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation; (b) It and has the full corporate power and authority to execute and deliver this AgreementAgreement and to carry out the provisions hereof and thereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and to carry out the provisions hereof and thereof, and the Person executing this Agreement on behalf of such Party is duly authorized to perform its obligations hereunderdo so by all requisite corporate action; (c) Except for regulatory filings and approvals for the Product referenced hereinno consent, no authorizationapproval, consent order or approval of authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or Third Party is required for on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or therein or perform its obligations hereunder or thereunder; (d) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws; and (e) the execution, delivery and performance by it of this Agreement, Agreement and its compliance with the execution, delivery terms and performance provisions of this Agreement does not and will not violate (i) conflict with or result in a violation or breach of any Jawof the terms, rule conditions or regulation provisions of its certificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to such Party. it; or (diii) There is no claim(A) conflict with or result in a violation or breach of, investigation(B) constitute (with or without notice or lapse of time or both) a default under, suitor (C) require it to obtain any consent, approval or action of, make any filing with or proceeding pending orgive any notice to any Person as a result or under the terms of, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to the knowledge of such Party’s management, expressly threatened, against which such Party before or any of its Affiliates is a party or by which such Party or any Third Party governmental entity of its Affiliates or arbitrator thatany of their respective properties or assets may be bound; except, in the case of (i), (ii) and (iii) above, which could not, individually or in the aggregate, could reasonably be expected to (i) materially impair the adversely affect its ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of consummate the transactions contemplated herebyherein or perform its obligations hereunder. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby of the Company and Executive ------------------------------------- (each, a "REPRESENTING PARTY") represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) It 6.1 The Representing Party has the all necessary power and authority to execute enter into this Agreement and deliver has taken all action necessary to consummate the transactions contemplated hereby and to perform each of their respective obligations hereunder. 6.2 The Representing Party has duly executed and delivered this Agreement, and to perform this Agreement is a legal, valid and binding obligation of the Representing Party, enforceable against the Representing Party in accordance with its obligations hereunder;terms. (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval 6.3 None of any governmental authority or Third Party is required for the execution, delivery and or performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby, nor compliance by such Representing Party with any of the provisions hereof, will violate or conflict with any agreement by which the Representing Party is bound, and that no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any persons or entities are necessary to be made or obtained by the Representing Party in connection with the execution, delivery or performance of this Agreement. (e) Notwithstanding anything 6.4 The Representing Party has not assigned or transferred, in whole or in part, or purported to assign or transfer any claim or portion of claim against the contrary in this Agreement, the execution and delivery of other party hereto which is covered by this Agreement and the performance which it may now have or claim to have, of such Party’s obligations hereunder (i) do not conflict with whatever kind or violate such Party’s corporate charter and bylaws nature, either in its representative or in its individual capacities, to any requirement other person or entity in any manner including, without limitation, assignment or transfer by subrogation or by operation of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partylaw.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It it is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationin which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement; (b) It it has the corporate power and authority and the legal right to execute enter into this Agreement and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is ; it has taken all necessary corporate action on its part required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and this Agreement has been duly executed and delivered on behalf of such Party’s obligations hereunder , and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms; (ic) do it has not entered, and will not enter, into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken and will not take any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or violate adversely affect the rights granted to the other Party under this Agreement; (d) its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party; and (e) in the course of the development of Licensed Products, such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do Party shall not have used and shall not conflict withuse any employee or consultant that has been debarred by the FDA or other regulatory authority, violate or breach or constitute a default or require any consent underor, any contractual obligation to the best of such Party's knowledge, is the subject of debarment proceedings by the FDA or other regulatory authority.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It it is a corporation duly organized and organised, validly existing and in good standing under the laws of the state or other its jurisdiction of incorporation or formation; (b) It it has the full corporate power and authority to execute execute, deliver, and deliver perform this Agreement, and has taken all corporate action required by law and its organisational documents to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, authorise the execution and delivery of this Agreement and the performance consummation of the transactions contemplated by this Agreement; (c) all consents, approvals and authorisations from all governmental authorities required to be obtained by such Party’s obligations hereunder Party in connection with this Agreement have been obtained; (id) do not conflict with or violate such Party’s corporate charter the execution and bylaws or any requirement delivery of applicable laws of regulationsthis Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and (ii) the consummation of the transactions contemplated hereby do not and shall not (i) conflict withwith or result in a breach of any provision of its organizational documents; or (ii) result in a breach of any agreement to which it is a party; and (e) (i) neither such Party nor, violate to the Knowledge of such Party any of its employees or breach contractors used to perform any Services or constitute a default other activities in connection with this Agreement, has been debarred under Subsection (a) or require any consent under(b) of Section 306 of the Federal Food, any contractual obligation Drug and Cosmetic Act (21 U.S.C. 335a); and (ii) to the Knowledge of such Party, 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, and each Party will promptly notify the other in the event that such Party becomes aware that it or any of its employees or contractors used to perform any Services or other activities in connection with this Agreement becomes debarred or is added to such lists.

Mutual Representations and Warranties. Each Party hereby represents and warrants to each of the other Party Parties and to CalGEM, as of the date of this Agreement as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) It it has the power and authority to execute enter into and deliver this Agreement, and to perform its obligations hereunder; under this Agreement and is in good standing and qualified to do business in California; (b) the person who executes this Agreement on its behalf has full and complete authority to do so and is empowered to bind it thereby; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to has been duly authorized by such Party. , and this Agreement (di) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge constitutes a legal and binding obligation of such Party’s management, expressly threatened, Party enforceable against such Party before or in accordance with its respective terms, except as may be limited by any Third Party governmental entity or arbitrator thatbankruptcy, individually or reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the aggregate, could reasonably be expected extent that the availability of equitable remedies is subject to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all discretion of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or court before which any requirement of applicable laws of regulationsproceedings therefor may be brought, and (ii) do will not and shall not conflict withresult in any violation of, violate breach of or breach or constitute a default or require any consent under, any contractual obligation contract or agreement to which it is party; (d) there is no action, suit, grievance, arbitration or proceeding, pending against such Party at law or in equity, that prohibits or impairs its ability to enter into or perform this Agreement, and it is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other government entity which may restrict or interfere with its performance of this Agreement; (e) it is not insolvent and has not sought protection (and is not contemplating seeking protection) from its creditors under the United States Bankruptcy Code or under any similar laws; and (f) it is current on all payments for indebtedness incurred by it and no event of default currently exists, or with the lapse of time or due notice will exist, regarding to any such indebtedness for borrowed money by such Party.

Mutual Representations and Warranties. Each Party hereby hereby, severally and not jointly, represents and warrants to the other Party Parties that the following statements are true and correct as followsof the date hereof: (a) It such Party has the legal right, power and authority to enter into this First Amendment; (b) such Party is a corporation duly organized and validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formation; (b) It has the its organization with full power and authority to execute and deliver this Agreementdeliver, and to perform its obligations hereunder;and observe the terms and provisions of, this First Amendment; and (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery delivery, performance and performance by it observance of this Agreement, and First Amendment by such Party (i) has been duly authorized by all necessary action on the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge part of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do does not and shall will not conflict with, violate or result in a violation of, any law applicable to it, and does not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulatory agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (ii) does not and will not violate, conflict with, or result in the breach of any provision of its organizational or governance documents and (iii) does not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent underunder or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any contractual obligation note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this First Amendment or cause the occurrence of such Partya termination event.

Mutual Representations and Warranties. Each of the Parties, severally and not jointly (nor severally and jointly), represents, warrants, and covenants to each other Party hereby represents and warrants (to the other Party extent applicable), as follows:of the RSA Effective Date, as follows (each of which is a continuing representation, warranty, and covenant): (a) It to the extent it is a corporation duly organized and an entity, it is validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationits organization; (b) It subject to the entry of applicable Bankruptcy Court orders, it has the all requisite direct or indirect power and authority to execute enter into and deliver perform its respective obligations under this AgreementRSA and the Definitive Documents to which it is a party, and such Party has been authorized to enter into and perform its respective obligations hereunderunder this RSA and the Definitive Documents to which it is a party; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery delivery, and performance by it such Party of this Agreement, RSA does not and the execution, delivery and performance of this Agreement will not (i) violate any Jawprovision of law, rule rule, or regulation applicable to such Party. it or any of its subsidiaries or its charter or bylaws (dor other similar governing documents) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge those of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreementits subsidiaries, or (ii) prevent conflict with, result in a breach of, or materially delay constitute (with due notice or alter lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party; (d) the consummation execution, delivery, and performance by such Party of this RSA does not and will not require any registration or filing with, consent, or approval of, or notice to, or other action to, with or by, any federal, state, or local governmental authority or regulatory body, except such filings as may be necessary or required under the Bankruptcy Code; (e) this RSA is the legally valid and binding obligation of such Party, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, or other similar laws relating to or limiting creditors’ rights generally, by equitable principles relating to enforceability or by the implied covenant of good faith and fair dealing; and (f) it has been represented by legal counsel of its choosing in connection with this RSA and the transactions contemplated by this RSA, has had the opportunity to review this RSA with its legal counsel, and has not relied on any statements made by any other Party or such other Party’s legal counsel as to the meaning of any term or all of condition contained herein or in deciding whether to enter into this RSA or the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date: (a) It it is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws and regulations of the state or other jurisdiction of incorporation or formationin which it is organized; (b) It it (i) has the requisite power and authority and the legal right to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or has taken all of the transactions contemplated hereby. (e) Notwithstanding anything requisite action on its part to the contrary in this Agreement, authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) that this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party’s obligations hereunder , enforceable against such Party in accordance with its terms; (id) do the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or violate such Party’s corporate charter result in a breach of any of the terms and bylaws or any requirement provisions of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement relating to one or require more Patent Rights or other agreement or instrument binding or affecting it or its property; or (ii) any consent underorder, writ, injunction or decree of any contractual obligation court or Governmental Authority entered against it or by which any of such Partyits property is bound; and (e) it has not, and will not during the Term, grant any right to any Third Party or become a party to any agreement or understanding that would conflict with the rights granted to the other Party under this Agreement or would breach, violate, conflict with, be inconsistent with, constitute a default, or impair its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby of the Company and Executive (each, a "Representing Party") represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) It 7.1 The Representing Party has the all necessary power and authority to execute enter into this Agreement and deliver has taken all action necessary to consummate the transactions contemplated hereby and to perform each of their respective obligations hereunder. 7.2 The Representing Party has duly executed and delivered this Agreement, and to perform this Agreement is a legal, valid and binding obligation of the Representing Party, enforceable against the Representing Party in accordance with its obligations hereunder;terms. (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval 7.3 None of any governmental authority or Third Party is required for the execution, delivery and or performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby, nor compliance by such Representing Party with any of the provisions hereof, will violate or conflict with any agreement by which the Representing Party is bound, and that no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any persons or entities are necessary to be made or obtained by the Representing Party in connection with the execution, delivery or performance of this Agreement. (e) Notwithstanding anything 7.4 The Representing Party has not assigned or transferred, in whole or in part, or purported to assign or transfer any claim or portion of claim against the contrary in this Agreement, the execution and delivery of other party hereto which is covered by this Agreement and the performance which it may now have or claim to have, of such Party’s obligations hereunder (i) do not conflict with whatever kind or violate such Party’s corporate charter and bylaws nature, either in its representative or in its individual capacities, to any requirement other person or entity in any manner including, without limitation, assignment or transfer by subrogation or by operation of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partylaw.

Mutual Representations and Warranties. Each Party hereby of the Parties, severally and not jointly, represents and warrants to each other Party, as of the other Party date of this Agreement, as follows: (a) It it is a corporation duly organized and validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationits organization (except for the Creditors’ Committee, which was formed by the U.S. Trustee pursuant to section 1102(a)(1) of the Bankruptcy Code, and whose membership has been and may be amended by the U.S. Trustee from time to time), and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws; (b) It has except for the power Debtors’ need to obtain Bankruptcy Court approval, no consent or approval is required by any other person or entity in order for it to carry out the Restructuring contemplated by, and authority to execute and deliver perform the respective obligations under, this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals except for the Product referenced hereinDebtors’ need to obtain Bankruptcy Court approval, no authorizationit has all requisite power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, consent or approval of any governmental authority or Third Party is required for the executionand perform its respective obligations under, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party.; (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s its obligations hereunder have been duly authorized by all necessary action on its part; (ie) do it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (f) it is not conflict with aware of the occurrence of any event that, due to any fiduciary or violate such Party’s corporate charter and bylaws or similar duty to any requirement other person, would prevent it from taking any action required of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partyit under this Agreement.

Mutual Representations and Warranties. Each Party hereby Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof (or as of the date such Party as follows:becomes a party hereto): (ai) It such Party is a corporation duly organized and validly existing and in good standing under the laws of the state or other its jurisdiction of incorporation or formation; (b) It has the power organization, and has, as applicable, all requisite corporate, partnership, limited liability company, or similar authority to execute enter into this Agreement and deliver this Agreement, carry out the transactions contemplated hereby and to perform its obligations contemplated hereunder; (c) Except for regulatory filings ; and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with have been duly authorized by, as applicable, all necessary corporate, limited liability company, partnership, or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and other similar action on its part; (ii) do the execution, delivery, and performance by such Party of this Agreement does not and shall will not (A) violate any provision of law, rule, or regulation applicable to it, its charter, or bylaws (or other similar governing documents), or (B) conflict with, violate or result in a breach of, or constitute a default under any material contractual obligation to which it is a party; (iii) the execution, delivery, and performance by such Party of this Agreement, except as expressly provided in this Agreement (including the Term Sheet), does and will not require the consent or require approval by any other person or entity, except for any consent underor approval obtained prior to, any contractual or contemporaneously with, the TSA Effective Date; and (iv) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of a court of competent jurisdiction.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formation;in which it is incorporated. It has corporate power to own its properties and to conduct its business as currently owned and conducted. (b) It has the full legal right and power to enter into and authority to execute and deliver perform the transactions contemplated by this Agreement, without need for any consent, approval, authorization, license or order of, or notice to or filing with, any Governmental Authority or other person. The execution, delivery, and performance by such Party of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action of such Party. This Agreement evidences the legal, valid, and binding obligations of such Party, enforceable against it in accordance with its terms, subject to perform its obligations hereunder;bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to or affecting the rights and remedies of creditors generally. This Agreement has been duly executed and delivered by such Party. (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the The execution, delivery delivery, and performance by it of this Agreement, Agreement does not and the execution, delivery and performance of this Agreement will not violate any Jawapplicable law or regulation, rule nor any agreement to which it is a party or regulation applicable to such Partyby which it is bound. (d) There is no claimThe execution, investigationdelivery, suitand performance by it of this Agreement does not require the approval of any Governmental Authority nor the application for or filing of or for any license, action or proceeding pending orpermit, to the knowledge of such Party’s managementapproval, expressly threatenedwaiver, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreementno-action, or similar permission from any Governmental Authority (ii) prevent or materially delay or alter excluding the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary Regulatory Approvals expressly described in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party).

Mutual Representations and Warranties. Each Party hereby represents and ------------------------------------- warrants to the other Party as followsParties that: (a) It is a corporation duly organized Such Party has the full corporate right, power and validly existing under authority to execute, deliver and perform this Agreement and to consummate the laws of the state or other jurisdiction of incorporation or formationtransactions contemplated hereby; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the The execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Party.; (c) This Agreement has been duly executed and delivered by an authorized officer of such Party, and is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the effect of applicable bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting creditors' rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers; (d) There is no claimSuch Party's execution, investigation, suit, action delivery and performance of this Agreement shall not constitute a breach or proceeding pending or, default under any material contract or agreement to the knowledge of such Party’s management, expressly threatened, against which such Party before is a party or by which it is bound or otherwise violate the rights of any Third Party third party; and (e) No consent, approval or authorization of or from any governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such any other Person not a Party to perform any obligation under this Agreement, whether prescribed by law, regulation, contract or (ii) prevent agreement, is required for such Party's execution, delivery and performance of this Agreement or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: that: (a) It is a corporation this Agreement has been duly organized executed and validly existing under delivered by such Party and constitutes the valid and binding obligation of such party, enforceable against such Party in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws of the state relating to or other jurisdiction of incorporation or formation; affecting creditors’ rights generally and by general equitable principles; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable have been duly authorized by all necessary action on the part of such Party and its directors; (c) the individual executing this Agreement on behalf of such Party is duly authorized to such Party. do so; (d) There is no claim, investigation, suit, action or proceeding pending or, provision contained in this Agreement violates any other agreement to the knowledge of such Party’s management, expressly threatened, against which such Party before is bound or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. otherwise subject; (e) Notwithstanding anything to the contrary such Party shall perform its obligations hereunder in this Agreementsubstantial conformity with all applicable foreign, federal, state or local laws, statutes, rules and regulations (collectively, “Applicable Law”), and without limitation, the execution Parties certify that they are in compliance with all laws, statutes, and delivery regulations restricting U.S. persons from dealing with any individuals, entities, or groups subject to Office of Foreign Assets Control (“OFAC”) sanctions; and (f) such Party shall not enter into any arrangement, understanding or agreement that conflicts in any manner with this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partyresponsibilities hereunder.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsat the date of this Agreement and the Effective Date as follows and acknowledge that the other Party is relying upon such representations and warranties in connection with entering into this Agreement and participating in the Arrangement: (a) It the Party is a corporation company duly organized incorporated and validly existing subsisting under the laws of the state or other its jurisdiction of incorporation or formationand has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder; (b) It this Agreement has the power been duly executed and authority to execute and deliver this Agreement, and to perform its obligations hereunderdelivered by it; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, neither the execution and delivery of this Agreement and nor the performance by the Party of such Party’s any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement provision of applicable laws of regulations, and its constating documents; (ii) do not any judgment, decree, order, law, statute, rule or regulation pursuant to Applicable Law; or (iii) any agreement or instrument to which it is a Party or by which it is bound; (d) except for this Arrangement Agreement and shall not conflict withthe agreements scheduled hereto, violate no Person has any agreement or breach option or constitute a default any right or require privilege capable of becoming an agreement or option for the purchase from the Party or any consent underof its Subsidiaries of any material assets of the Party or any of its Subsidiaries and neither the Party nor any of its Subsidiaries has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from any Person of any securities or any assets which could reasonably be expected to be material to the Party; and (e) no dissolution, winding-up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of the Party or any contractual obligation of such Partyits Subsidiaries.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It such Party is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation; (b) It and has the full corporate power and authority to execute and deliver this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and to carry out the provisions hereof, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, and except where the failure to perform obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (cd) Except for regulatory filings this Agreement is a legal and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third valid obligation binding upon such Party is required for and enforceable in accordance with its terms; and (e) the execution, delivery and performance by it of this Agreement, Agreement and its compliance with the execution, delivery terms and performance provisions of this Agreement does not and will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict withthe provisions of its charter, violate operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or constitute conflict would not have a default or require any consent under, any contractual obligation of such material adverse impact on the Party’s ability to meet its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party as followsthat: (a) It such Party is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationand has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) It has the power and authority such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, and except where the failure to perform obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (cd) Except for regulatory filings this Agreement is a legal and approvals for valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Product referenced herein, no authorization, consent or approval enforcement of any governmental authority or Third Party is required for creditors’ rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement, Agreement and its compliance with the execution, delivery terms and performance provisions of this Agreement does not and will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict withthe provisions of its charter, violate operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or constitute a default or require any consent underconflict would not materially impact the Party’s ability to meet its obligations hereunder; and (f) it shall comply in all material respects with all laws, any contractual obligation of such Partyrules and regulations applicable to its performance under this Agreement.

Mutual Representations and Warranties. Each Party hereby warrants and represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced as specifically set forth herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate Lease has been duly authorized by all necessary action on the part of such Party and this Lease constitutes the valid and legally binding obligation of such Party; (b) Neither the execution nor delivery by each Party of this Lease, nor the performance thereof of their respective obligations hereunder conflicts with, violates or results in a breach of any Jawconstitution, rule law or governmental regulation applicable to such Party.them, or conflicts with, violates or results in a breach of any term or condition of any order, judgment or decree or any agreement or instrument to which either Party is a party or by 80581334 which either Lessee or Lessor or any of their properties or assets are bound, or constitutes a default thereunder; (dc) There No approval, authorization, order, consent, declaration, registration or filing with any federal, state or local governmental authority is no claim, investigation, suit, action or proceeding pending or, to required for the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the valid execution and delivery of this Agreement Lease, except such as have been disclosed and have been duly obtained or made; (d) Neither Party has any knowledge of any action, suit or proceeding, at law or in equity, before or by any court or governmental authority, pending against Lessee or Lessor, in which an unfavorable decision, ruling or finding would adversely affect the performance by either Party of such Party’s its obligations hereunder hereunder, or that, in any way, would materially adversely affect the validity or enforceability of this Lease; and (ie) do not conflict with No broker negotiated this Lease or violate such Party’s corporate charter was involved in any respect in the implementation thereof and bylaws there is no broker or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require other person entitled to any consent under, any contractual obligation of such Partycommission in connection therewith.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It it is duly formed, validly existing, and in good standing as a corporation duly organized and validly existing limited liability company under the laws Laws of the state or other its jurisdiction of incorporation or formation;; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) It has it has, and throughout the power term of this Agreement and any Customer Agreement or Managed Services Agreement will retain, the full right, power, and authority to execute and deliver enter into this Agreement, to grant the rights and licenses it grants hereunder, and to perform its obligations hereunderunder this Agreement; (c) Except for regulatory filings its execution of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; (d) when executed and approvals for the Product referenced hereindelivered by it, this Agreement will constitute its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (e) there is no authorizationoutstanding claim, consent litigation, proceeding, arbitration, or approval of any governmental authority investigation to which it is a party that would reasonably be expected to have a material adverse effect on its ability to enter into this Agreement or Third Party is required for the to perform its obligations hereunder; and (f) its execution, delivery and performance by it of this Agreementdelivery, and the execution, delivery and performance of its obligations under this Agreement does not and will not violate any Jawjudgment, rule or regulation applicable to such Party. (d) There is no claimorder, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreementdecree, or (ii) prevent applicable Law, nor does it or materially delay or alter the consummation of will it violate any or all of the transactions contemplated herebyagreement to which it is a party. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party respectively hereby represents and warrants to the other Party as followsthat: (a) It such Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationformation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) It has the power and authority such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, and except where the failure to perform obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (cd) Except for regulatory filings this Agreement is a legal and approvals for valid obligation binding upon such Party and enforceable in accordance with its terms except as (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Product referenced herein, no authorization, consent or approval enforcement of any governmental authority or Third Party is required for creditors’ rights and (ii) equitable principles of general applicability; and (e) the execution, delivery and performance by it of this Agreement, Agreement and its compliance with the execution, delivery terms and performance provisions of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do does not and shall not conflict with, violate with or result in a breach of any of the terms or constitute a default provisions of (i) any other contractual or require any consent under, any contractual obligation other obligations of such Party, (ii) the provisions of its charter, operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the Party’s ability to meet its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized it has full corporate power and validly existing authority under the laws of the state or other jurisdiction country of its incorporation or formationto enter into this Agreement and to carry out the provisions hereunder; (b) It has to the power and authority knowledge of such Party as of the Effective Date, the performance by either Party of the activities under this Agreement will not infringe, nor cause such Party to execute and deliver this Agreementunlawfully or wrongly use, and to perform its obligations hereunderany existing patent, trademark, trade secret, confidential or proprietary right or other rights owned or claimed by a third party; (c) Except for regulatory filings this Agreement is a legal and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party valid obligation binding upon it and is required for the execution, delivery and performance by it of this Agreement, and enforceable in accordance with its terms; (d) the execution, delivery and performance of this Agreement will by it does not materially conflict with any agreement, oral or written, to which it is a Party or by which it may be bound, nor violate any Jaw, rule law or regulation applicable to such Party.of any court, governmental body or administrative or other agency having authority over it; (de) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s managementParty as of the Effective Date, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair none of the ability patents licensed by such Party to the other Party hereunder are the subject of any claim or demand by any third party of infringement or misappropriation; (ii) such Party has not received any notice of such claim of or demand related to such infringement or misappropriation; and (iii) all such patents are either owned by such Party or may be licensed or provided hereunder by such Party without violating such Party's contractual obligations to a third party; and (f) to the knowledge of such Party as of the Effective Date, there is no claim, action, suit, proceeding or investigation pending or threatened against or affecting (i) its patents licensed to perform any obligation under this Agreementthe other Party hereunder, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions transaction contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsparty that: (a) It it is duly organized, validly existing, and in good standing as a corporation duly organized and validly existing or other entity as represented herein under the laws and regulations of the state or other its jurisdiction of incorporation incorporation, organization, or formationchartering; (b) It it has the power full right, power, and authority to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced hereinexecution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; (d) except as set forth on Schedule 3 hereto, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery delivery, and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby., do not and will not (i) violate or conflict with the certificate of incorporation or organization, or the bylaws, operating agreement, or other governing documents of such Party, (ii) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation, (iii) require the consent or approval of any Governmental Authority or other Person, or (iv) conflict with, or result in (with or without notice or lapse of time, or both), any violation of or default under or give rise to a right of termination, acceleration, or modification of, any obligation or loss of any benefit under, any Contract or other instrument to which this Agreement is subject; (e) Notwithstanding anything to the contrary in this Agreementwhen executed and delivered by such Party, the execution and delivery of this Agreement and will constitute the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulationslegal, valid, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual binding obligation of that Party, enforceable against that Party in accordance with its terms; and (f) no broker, finder, or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by such Party.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party as followsthat: (a) It such Party is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationand has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) It has the power and authority such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, and except where the failure to perform obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (cd) Except for regulatory filings this Agreement is a legal and approvals for valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Product referenced herein, no authorization, consent or approval enforcement of any governmental authority or Third Party is required for creditors' rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement, Agreement and its compliance with the execution, delivery terms and performance provisions of this Agreement does not and will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict withthe provisions of its charter, violate operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or constitute a default or require any consent underconflict would not materially impact the Party's ability to meet its obligations hereunder; and (f) it shall comply in all material respects with all laws, any contractual obligation of such Partyrules and regulations applicable to its performance under this Agreement.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized and validly existing under the laws of the state Each such Party has all requisite corporate or other jurisdiction of incorporation or formation; (b) It has the limited liability company power and authority to execute and deliver this AgreementAgreement and each other agreement, document or instrument to be executed and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent delivered by such Party pursuant hereto or approval of any governmental authority or Third Party is required for the thereto. The execution, delivery and performance by it such Party of this AgreementAgreement and each other agreement, document or instrument to be executed or delivered by such Party pursuant hereto or thereto have been duly and validly authorized by all requisite corporate or limited liability company action of such Party and no other corporate or limited liability company acts or proceedings on the part of such Party (or their Affiliates) are necessary to authorize such execution, delivery or performance. This Agreement has been duly and validly executed and delivered by such Party, as the case may be, and, assuming due authorization, execution and delivery by the other Party thereto constitutes a valid, legal and binding agreement of such Party, enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The execution, delivery and performance by such Party of this Agreement will not violate any Jaw, rule and each other document or regulation applicable instrument to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against be executed and delivered by such Party before pursuant hereto or thereto and the consummation by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. hereby or thereby do not (ea) Notwithstanding anything to violate any provision of the contrary in this Agreement, the execution and delivery of this Agreement and the performance Organizational Documents of such Party’s obligations hereunder , (ib) do not conflict violate any applicable Law or (c) require authorization, consent, license, registration, exemption of, approval by, filing with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulationsnotice under, and (ii) do not and shall not conflict with, violate or breach result in a violation or constitute a breach of or default under (or event that, with or without notice or lapse of time or both, would constitute a breach of or default under), result in the acceleration of, require any notice, consent or waiver under, create in any Person the right to accelerate, terminate, modify or cancel, give rise to any obligation under, or result in the loss of any benefit under, any contractual obligation material Contract of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It it is a corporation or limited liability company, as the case may be, duly organized and organized, validly existing and in good standing under the laws Laws of the state or other its jurisdiction of incorporation or formationorganization; (b) It it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required, except where the failure to be so qualified, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; (c) it has the full right, power and authority to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunder; (cd) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it execution of this AgreementAgreement by such Party, and the delivery of this Agreement by such Party, have been duly authorized by all necessary action on the part of such Party; (e) the execution, delivery and performance of this Agreement by such Party will not violate violate, conflict with, require consent under or result in any Jaw, rule breach or regulation applicable to such Party. default under (di) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge any of such Party’s managementorganizational documents, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent any applicable Law or materially delay (iii) with or alter without notice or lapse of time or both, the consummation provisions of any or all of the transactions contemplated hereby.contract to which it is a Party; (ef) Notwithstanding anything to the contrary in this AgreementAgreement have been executed and delivered by such Party and (assuming due authorization, the execution and delivery of this Agreement by the other Party hereto) constitutes the legal, valid and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual binding obligation of such Party, enforceable against it in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity; (g) it is in material compliance with all applicable Laws; and (h) it has sufficient working capital to perform its obligations under this Agreement and it is not insolvent.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party Parties as follows: (a) It 2.1.1 Such Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formation;in which it is incorporated. 2.1.2 Such Party (ba) It has the requisite power and authority to execute and deliver enter into this Agreement, Agreement and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and (b) has taken all corporate action necessary on its part to authorize the execution, execution and delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to and the knowledge performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party’s management, expressly threatenedand constitutes a legal, valid, binding obligation, enforceable against such Party before or in accordance with its terms. 2.1.3 All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation in connection with its execution of this Agreement have been obtained, other than such consents, approvals and authorizations which, if not obtained, would not have a material adverse effect on the performance by such Party of its material obligations under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the 2.1.4 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (ia) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of or regulations, and (iib) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party, except, in either case, where such conflicts, violations or defaults would not have a material adverse effect on the performance by such Party of its material obligations under this Agreement.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party as followsthat: (a) It Such Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation;and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidentiality has been requested with respect to the omitted portions. (b) It Such Party has the power and authority taken all corporate action necessary to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; (c) This Agreement has been duly executed by such Party and constitutes a valid and legally binding obligation of such Party’s obligations hereunder , enforceable in accordance with its terms, subject to and limited by: (i) do not conflict with or violate such Party’s corporate charter applicable bankruptcy, insolvency, reorganization, moratorium, and bylaws or any requirement of other laws generally applicable laws of regulations, to creditors’ rights; and (ii) do judicial discretion in the availability of equitable relief; (d) With the exception of Regulatory Approvals, such Party has obtained, or is not required to obtain, the consent, waiver, approval, order or authorization of any third party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with, any governmental entity, in connection with the execution and delivery of this Agreement and the performance by such Party of its obligations under this Agreement, including any grant of rights to the other Party pursuant to this Agreement; (e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and shall not will not: (i) conflict with, violate nor result in any violation of or default under any instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; (ii) give rise to any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its assets or properties; or (iii) conflict with any rights granted by such Party to any third party or breach or constitute a default or require any consent underobligation that such Party has to any third party; and (f) Such Party shall comply in all material respects with all laws, any contractual obligation of such Partyrules and regulations applicable to its performance under this Agreement, including all export laws and regulations.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formation;in which it is incorporated. It has corporate power to own its properties and to conduct its business as currently owned and conducted. (b) It has the full legal right and power to enter into and authority to execute and deliver perform the transactions contemplated by this Agreement, and to perform its obligations hereunder; (c) Except without need for regulatory filings and approvals for the Product referenced hereinany consent, no approval, authorization, consent license or approval of order of, or notice to or filing with, any governmental authority Governmental Authority or Third Party is required for the other person. The execution, delivery and performance by it of this Agreement, and the execution, delivery and performance such party of this Agreement will not violate any Jawand the consummation by it of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action of such Party. This Agreement evidences the legal, rule valid and binding obligations of such Party, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or regulation applicable similar laws relating to or affecting the rights and remedies of creditors generally. This Agreement has been duly executed and delivered by such Party. (dc) There The execution, delivery, and performance by it of this Agreement does not and will not violate any applicable law or regulation, nor any agreement to which it is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before a party or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated herebywhich it is bound. (ed) Notwithstanding anything to The execution, delivery, and performance by it of this Agreement does not require the contrary approval of any Governmental Authority nor the application for or filing of or for any license, permit, approval, waiver, no-action, or similar permission from any Governmental Authority (excluding the Regulatory Approvals expressly described in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party).

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It i. Each Party is a corporation duly organized and organized, validly existing and in good standing under the laws Applicable Laws of the state or other its jurisdiction of incorporation or formation;organization. Each Party is duly authorized to conduct business and is in good standing as a foreign corporation under the Applicable Laws of each jurisdiction where such qualification is required. (b) It ii. Each Party has the requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations thereunder. The execution and delivery by each Party of this Agreement, and the performance of its obligations hereunder;, have been duly authorized by all requisite corporate action. When executed and delivered by such Party, this Agreement will constitute the valid and legally binding obligation of such Party, enforceable against the other Party in accordance with its terms and conditions. iii. Neither the execution and the delivery of this Agreement, nor the performance by either Party of its obligations hereunder, will: (a) violate any provision of the organizational documents of each Party; (b) violate any Applicable Law to which a Party is subject; or (c) Except for conflict with, result in a breach of, result in a loss of a material benefit under or violation of, constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create (with or without notice or lapse of time or both) in any party thereto the right to accelerate, terminate, modify or cancel or require any notice under any regulatory filings and approvals for requirement necessary to conduct the Product referenced hereinbusiness of such Party, no Contract or Applicable Law. No Party is required by Applicable Law, Contract or otherwise to give any notice to, make any filing with or obtain any authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable Governmental Entity in order to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of consummate the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in by this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents Supplier and warrants TESARO each represent, warrant and covenant to the other Party as followsthat: (a) It is it is, and shall remain, a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other its jurisdiction of incorporation or formationorganization; (b) It has the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement has been authorized by all requisite corporate action, and his Agreement is and shall remain a valid and binding obligation of the executing Party, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors; (c) it is under no contractual or other obligation or restriction that is inconsistent with its execution or performance of such Party’s this Agreement; (d) it will perform its obligations hereunder under this Agreement in accordance with this Agreement, the Product Requirements and the Quality Agreement, as applicable; (e) that (i) do its performance of its obligations under this Agreement does not conflict and will not breach any agreement which obligates it to keep in confidence any confidential or proprietary information of any Third Party or to refrain from competing or providing services to a Third Party that competes, directly or indirectly, with or violate such Third Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do it will not disclose to the other Party any such confidential or proprietary information; (f) that (i) it has and shall maintain all federal, state and local licenses or registrations necessary to, in the case of Supplier, the Manufacture and supply of the Product, and in the case of TESARO, the manufacture and supply of the formulated product containing the Product, (including, but not conflict withlimited to the lawful handling, violate storage, dispensing and shipping of pharmaceutical products), (ii) each such license or breach registration is valid and in full force and effect, (iii) there is no pending or constitute a default threatened suspension, revocation or require cancellation of any consent undersuch license or registration, and (iv) there is no basis for believing any contractual obligation such license or registration will not be renewable upon expiration; (g) that (i) neither Party nor any of such Party.its officers or employees has received any notice or communication from the FDA or other Regulatory Authority requiring, recommending or threatening to initiate any action alleging noncompliance with Applicable Laws, (ii) there have not been and are not now any FDA Form 483 observations, civil, criminal or administrative actions, suits, demands, claims, complaints, hearings, investigations, demand letters, warning or untitled letters, proceedings or requests for information pending or in effect against Supplier or any of its officers and employees, and (iii) there is no act, omission, event or circumstance of which the Party has knowledge that would reasonably be expected to give rise to or form the basis for any

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsthat: (a) It is a corporation the entering into, execution and delivery of, and the performance and observance by such Party of, this Guarantee, has been duly organized and validly existing under the laws authorized by all necessary corporate action of the state or other jurisdiction of incorporation or formationsuch Party; (b) It has the power no consent, approval, authorization, license, order or permit of any governmental authority, court or arbitrator and authority no filing with, notice to or registration by such Party with any governmental authority, court or arbitrator is required in order for such Party to execute and deliver this Agreement, and to perform its obligations hereunderGuarantee; (c) Except for regulatory filings neither the execution and approvals for delivery of this Guarantee nor the Product referenced hereindue observance and performance by such Party of its covenants and obligations herein will conflict with or result in a breach of or a default under any provision, no authorizationterm or condition of the organizing documents of such Party or will conflict with or result in a breach of or a default under (or with the giving of notice or lapse of time, consent or approval both, will conflict with or result in a breach of or default under) or violate any provision, term or condition of: (i) any law, regulation, bylaw or rule of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party.; (ii) any order, declaration, injunction, decree, writ, judgment or award of any governmental authority, or any court or arbitrator to which such Party is subject; or (iii) any agreement, instrument or other document to which such Party is a party or from which such Party derives benefit, except those agreements with respect to which a consent or waiver has been received by such Party; and (d) There is there are no claimactions, investigation, suit, action suits or proceeding proceedings pending or, to the knowledge of such Party’s management, expressly threatened, threatened against or affecting such Party before or by (nor, to the knowledge of such Party, any Third Party governmental entity or arbitrator that, individually or in the aggregate, basis therefor) which could reasonably be expected to (i) materially impair have a material adverse effect on the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter comply with the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery terms of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such PartyGuarantee.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party as followsthat: (a) It this Agreement is a corporation duly organized legal and validly existing under valid obligation binding upon such Party and enforceable in accordance with its terms, and the laws execution and delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement do not and will not conflict, in any material respect, with or result in a breach of any of the state terms or provisions of any other jurisdiction contractual obligations of incorporation such Party or formationthe provisions of its charter, operating documents or bylaws; (b) It it has not granted and will not grant to any third party any license or other right which would conflict in any material respect with the power and authority rights or licenses granted by it to execute and deliver this Agreement, and to perform its obligations the other Party hereunder; (c) Except for regulatory filings such Party has full power and approvals for authority to enter into this Agreement and to carry out the Product referenced hereinprovisions hereof and is duly authorized, no authorizationby all requisite corporate action, consent or approval of any governmental authority or Third Party is required for the execution, delivery to execute and performance by it of deliver this Agreement, Agreement and the execution, delivery and performance of this Agreement will by such Party does not violate require any Jawshareholder action or approval, rule or regulation applicable and the person executing this Agreement on behalf of such Party is duly authorized to such Party.do so by all requisite corporate action; and (d) There no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is no claim, investigation, suit, action or proceeding pending or, to required on the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability part of such Party to perform any obligation under in connection with the valid execution, delivery and performance of this Agreement, or (ii) prevent or materially delay or alter except for any filings under any applicable securities laws and any necessary Regulatory Compliance. ***** This material has been omitted pursuant to a request for confidential treatment and filed separately with the consummation of any or all of the transactions contemplated herebySecurities and Exchange Commission. (e) Notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each On the Effective Date, each Party hereby represents represents, warrants and warrants covenants to the other Party as followsthat: (a) It is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or its formation; (b) It has Except for the power and authority approval of the Commission, it has, or to execute and deliver this Agreementits knowledge expects to timely acquire, and all regulatory authorizations necessary for it to legally perform its obligations hereunderunder this Agreement; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the The execution, delivery and performance of this Agreement will are within its powers, have been duly authorized by all necessary action and do not violate any Jawof the terms and conditions in its governing documents, rule any contracts to which it is a party or regulation any law, rule, regulation, order or the like applicable to such Party.it; (d) There is no claimThis Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms, investigation, suit, action or proceeding pending or, subject to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby.equitable defenses; (e) Notwithstanding anything There is not pending, or to its knowledge, threatened against it or any of its Affiliates, any legal proceedings that could materially adversely affect its ability to perform under this Agreement; (f) It is acting for its own account and its decision to enter into this Agreement is based upon its own judgment, not in reliance upon the contrary advice or recommendations of the other Party, and it is capable of assessing the merits of and understanding, and understands and accepts the terms, conditions and risks of this Agreement; and (g) It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement, the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date: 10.1.1. such Party (ai) It is a corporation (or company) duly organized and validly existing subsisting under the laws Applicable Laws of the state or other its jurisdiction of incorporation or formation; organization, and (bii) It has the full power and authority and the legal right to execute own and deliver operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement; 10.1.2. such Party has the power, authority and legal right, and is free to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of enter into this Agreement and, in so doing, will not violate any Jaw, rule or regulation applicable other agreement to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against which such Party before is a party as of the Effective Date, or by conflict with the rights granted to any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability Party; 10.1.3. this Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to perform any obligation under this Agreementthe effects of bankruptcy, insolvency, or (ii) prevent or materially delay or alter other laws of general application affecting the consummation enforcement of any or all creditor rights and judicial principles affecting the availability of the transactions contemplated hereby.specific performance and general principles of equity; and (e) Notwithstanding anything to the contrary in this Agreement, 10.1.4. the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (ia) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws Applicable Laws or any provision of regulationsthe articles of incorporation or formation, bylaws, partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (iib) do not and shall not conflict with, violate violate, or breach or constitute a default or require any consent under, any Applicable Laws or any contractual obligation of or court or administrative order by which such PartyParty is bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party Party, and ApolloBio represents and warrants to Tocagen, that, as followsof the Execution Date: (a) It it is a corporation duly organized and validly existing under the laws Applicable Law of the state or other jurisdiction of its incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) It has the power and authority it is duly authorized to execute and deliver this Agreement, Agreement and to perform its obligations hereunder; (c) Except for regulatory filings , and approvals for the Product referenced hereinperson executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action, no authorization, consent or including any required approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the execution, delivery and performance of this Agreement, by such Party’s board of directors (or equivalent governing body) and shareholders (or other holders of equity interests in such Party). Without limiting the generality of the foregoing, ApolloBio represents and warrants to Tocagen that ApolloBio has obtained all required approvals of Apollo’s shareholders with respect to payment in full of the Upfront Payment in accordance with Sections 2.2, 9.1, 10.1 and 10.4; (c) this Agreement will is legally binding upon it and enforceable in accordance with its terms and the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Jaw, rule or regulation applicable to such Party.Applicable Law; (d) There it is no claimnot aware of any action, investigation, suit, action suit or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before inquiry or investigation instituted by any Third Party governmental entity Person which questions or arbitrator that, individually or in threatens the aggregate, could reasonably be expected to (i) materially impair the ability validity of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby.; and (e) Notwithstanding anything to neither such Party nor any of its Affiliates is debarred under Applicable Law in the contrary in this AgreementUnited States, including 21 U.S.C. §335a, or comparable Applicable Law outside of the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such PartyUnited States.

Mutual Representations and Warranties. Each Party hereby of the Company and Executive (each, a "REPRESENTING PARTY") represents and warrants to the other Party as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) It 7.1 The Representing Party has the all necessary power and authority to execute enter into this Agreement and deliver has taken all action necessary to consummate the transactions contemplated hereby and to perform each of their respective obligations hereunder. 7.2 The Representing Party has duly executed and delivered this Agreement, and to perform this Agreement is a legal, valid and binding obligation of the Representing Party, enforceable against the Representing Party in accordance with its obligations hereunder;terms. (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval 7.3 None of any governmental authority or Third Party is required for the execution, delivery and or performance by it of this Agreement, and the execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby, nor compliance by such Representing Party with any of the provisions hereof, will violate or conflict with any agreement by which the Representing Party is bound, and that no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any persons or entities are necessary to be made or obtained by the Representing Party in connection with the execution, delivery or performance of this Agreement. (e) Notwithstanding anything 7.4 The Representing Party has not assigned or transferred, in whole or in part, or purported to assign or transfer any claim or portion of claim against the contrary in this Agreement, the execution and delivery of other party hereto which is covered by this Agreement and the performance which it may now have or claim to have, of such Party’s obligations hereunder (i) do not conflict with whatever kind or violate such Party’s corporate charter and bylaws nature, either in its representative or in its individual capacities, to any requirement other person or entity in any manner including, without limitation, assignment or transfer by subrogation or by operation of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Partylaw.