Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation 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) Its execution and delivery of this Agreement, and the performance of 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It is a corporation duly organizedSuch Party has the full corporate right, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conductedexecute, (ii) to own deliver and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into perform this Agreement and perform its obligations under this Agreement; andto consummate the transactions contemplated hereby; (b) Its execution The execution, delivery and delivery performance of this AgreementAgreement 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) Such Party's execution, delivery and performance of its obligations and duties hereunder, do this Agreement shall 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 breach or default (under any contract 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 such Party is a party or by which it is bound or otherwise violate the rights of any Third Party; and (e) No consent, approval or authorization of its properties or assets may be bound, (iv) violate from any order, writ, injunction, decree, statute, rule governmental entity or regulation applicable any other Person not a Party to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement, whether prescribed by law, regulation, contract or agreement, is required for such Party's execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party thatas follows: (a) It is a corporation duly organized, organized and validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation 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; andor formation; (b) Its execution 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 its obligations and duties hereunder, do not and this Agreement 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 order, writ, injunction, decree, statuteJaw, rule or regulation applicable to itsuch Party. (d) There is no claim, excluding from investigation, suit, action or proceeding pending or, to the foregoing clauses (ii)knowledge of such Party’s management, (iii) and (iv) expressly threatened, against such filings, violations, breaches Party before or defaults which would notby any Third Party governmental entity or arbitrator that, individually or in the aggregate, have a material adverse effect on it or its 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 thatthat as of the Effective Date: (a) It it has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is incorporated; (b) it has all the necessary full power and authority (i) to conduct its business in the manner in which its business is currently being conductedexecute, (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 deliver and perform its obligations under this Agreement; (c) this Agreement has been duly and validly authorized, executed and delivered on behalf of such Party and is a valid and binding agreement of such Party, 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 similar laws affecting such enforcement, and except as enforcement is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); and (bd) Its its execution and delivery of this Agreement, Agreement by such Party and the performance of its obligations and duties hereunder, 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 ofviolate, or constitute a breach of or default (under, its organizational documents or give rise to any right agreement or instrument by which it is bound, and it has no knowledge that its performance of terminationsuch obligations will violate, cancellation or acceleration) constitute a breach of or default 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 order, writrule, injunction, decree, statute, rule law or regulation applicable to itsuch Party of any court, excluding from the foregoing clauses (ii)governmental body, (iii) and (iv) administrative agency or self-regulatory authority having jurisdiction over such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementParty.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party as of the Effective Date that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary full corporate power and authority (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own execute and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into deliver this Agreement 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 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, 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 under hereunder or thereunder; (d) this AgreementAgreement 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 (be) Its execution the execution, delivery and delivery performance by it of this Agreement, Agreement and its compliance with the performance terms and provisions of its obligations and duties hereunder, do this Agreement does not and will not (i) conflict with or result in any a violation or breach of any provision of the terms, conditions or provisions of its certificate or articles of incorporation or by- laws, by-laws (or other comparable corporate charter documents); (ii) require conflict with or result in a violation or breach of any filing with, term or permit, authorization, consent provision of any law or approval of, any governmental entity, order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, (B) constitute (with or constitute without notice or lapse of time or both) a default under, or (C) require it to obtain any consent, approval or action of, make any filing with or give rise any notice to any right of terminationPerson as a result or under the terms of, 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 such Party or any of its Affiliates is a party or by which such Party or any of its Affiliates or any of their respective properties or assets may be bound; except, in the case of (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (iii), (iiiii) and (iviii) such filingsabove, violations, breaches or defaults which would could not, individually or in the aggregate, have a material adverse effect on it or reasonably be expected to materially adversely affect its ability to consummate the transactions contemplated herein or perform under this Agreementits obligations hereunder.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its incorporation or formation, and has all the necessary full corporate or other 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; andto carry out the provisions hereof; (b) Its execution it is duly authorized to execute and delivery of deliver this AgreementAgreement and to perform its obligations hereunder, and the performance of person or persons executing this Agreement on its obligations and duties hereunder, behalf have been duly authorized to do not and will not so by all requisite corporate or partnership action; [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (c) (i) conflict this Agreement is legally binding upon it and enforceable in accordance with or result in any breach of any provision of its certificate of incorporation or by- lawsterms, and (ii) require the execution, delivery and performance of this Agreement by it does not conflict with any filing withagreement, 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 understanding, oral or written, to which it is a party or by which any of its properties or assets it may be bound, (iv) or violate any order, writ, injunction, decree, statute, rule material law or regulation applicable of any court, governmental body or administrative or other agency having jurisdiction over it; (d) it has not, and will not during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder; and (e) (i) to its actual knowledge, it has sufficient legal and/or beneficial title under its intellectual property rights necessary for the purposes contemplated under this Agreement and to grant the rights and licenses such Party purports to grant the other Party pursuant to this Agreement; and (ii) all of its employees and consultants 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, excluding from or that is Confidential Information provided by the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreementother Party.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents represents, warrants and warrants covenants to the other Party that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction its state of its incorporation or formation, and has all the necessary full corporate 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; andto carry out the provisions hereof; (b) Its execution 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 performance failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (d) this Agreement is a legal and duties hereundervalid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, do insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (i) conflict with or result in any a breach of any provision of its certificate the terms or provisions of incorporation (i) any other contractual or by- lawsother obligations of such Party, (ii) require any filing withthe provisions of its charter, operating documents or bylaws, 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 order, writ, injunctioninjunction 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; and (f) it shall comply in all material respects with all laws, decree, statute, rule or regulation rules and regulations applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform performance under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to that, as of the other Party thatEffective Date: (a) It it is a corporation duly organizedincorporated, validly existing and is in good standing under the laws of the state in which it is incorporated, and is good standing in each other jurisdiction of where the failure to be in good standing would have a material adverse affect on its incorporation and business or its ability to perform its obligations under this Agreement; (b) it has all the necessary corporate power and authority (i) to conduct own, lease and operate its assets and to carry on its business in the manner in which its business is currently being conducted, as presently conducted and as it will be conducted pursuant to this Agreement; (iic) to own it has all necessary corporate power and use its assets in the manner in which its assets are currently owned and used, and (iii) authority to enter into this Agreement and to perform its obligations under this Agreement; and (b) Its hereunder, and the execution and delivery of this AgreementAgreement and the consummation of this transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions on its part; (d) this Agreement constitutes a legal, valid and 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 performance execution of its obligations and duties hereunderthis Agreement or consummation of the transactions contemplated by this Agreement; (f) it will exercise commercially reasonable efforts to screen any Software provided, do not and will not (i) conflict with or result in any breach otherwise made available by it to the other Party under this Agreement for the purpose of avoiding the introduction of any provision of its certificate of incorporation or by- computer virus; and (g) ACS will comply with all applicable laws, (ii) require any filing withrules and regulations related to its delivery of the Services and Customer will comply with all applicable laws, 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 rules and regulations related to any right its receipt 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementServices.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party as of the Effective Date that: (a) It it is a corporation duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its incorporation and formation; b) it has all the necessary full corporate power and authority (i) to conduct its business in the manner in which its business is currently being conductedexecute, (ii) to own and use its assets in the manner in which its assets are currently owned and useddeliver, and (iii) to enter into this Agreement and perform its obligations under this Agreement; and (b) Its , and has taken all corporate actions required by law and its organizational documents to authorize the execution and delivery of this Agreement and the 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 in connection with this Agreement have been obtained; e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the performance consummation of its obligations and duties hereunderthe transactions contemplated hereby, do not and will shall not (i) conflict with or result in any a breach of any provision of its certificate of incorporation or by- laws, organizational documents; (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, other agreement or other instrument or obligation to which it is a party party; or by which (iii) violate any law; and f) except as otherwise provided herein, neither Party nor any of its properties respective Affiliates has, and neither will during the Term, enter into agreements or assets may be boundgrant any right, (iv) violate title or interest to any order, writ, injunction, decree, statute, rule or regulation applicable Person that is inconsistent with the rights and licenses granted to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform other Party under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party (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 organizedincorporated, validly existing and in good standing under the laws Laws of the its jurisdiction of its incorporation and 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) such Party has all the necessary requisite corporate power and authority (i) to conduct own, lease and operate its properties and assets and to carry on its business in as now being conducted by it; (c) 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 person executing this Agreement 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 under, this Agreement and each Statement of Work; (e) 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 performance of its obligations under this Agreement in any material respect; (f) the execution, delivery, and performance of this Agreement or any Statement of Work does not violate in any material respect any provision of any bylaw, charter, regulation, or any other governing authority of the Party, or any other agreement to which it is a party, and its obligations under this Agreement, including each Statement of Work, are valid and binding obligations; and (bg) Its execution and delivery of this Agreement, and it is not insolvent or the performance of its obligations and duties hereunder, do not and will not (i) conflict with or result in any breach subject of any provision insolvency, winding up or similar proceedings in its country 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreementincorporation.

Mutual Representations and Warranties. As of the Effective Date, Each Party hereby ------------------------------------- represents and warrants to the other Party that: that (a) It it is a corporation duly organized, validly existing and corporation in good standing under the laws of the in its jurisdiction of its incorporation and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conductedincorporation, (iib) to own it has the legal right and use its assets in the manner in which its assets are currently owned and used, and (iii) power to enter into this Agreement Agreement, to extend the rights and licenses granted or to be granted to the other in this Agreement, and to fully perform its obligations under hereunder, (c) it has not made and it covenants it will not make any commitments to others in conflict with such rights or this Agreement; and , (bd) Its except as otherwise disclosed, it is not aware of any legal obstacles which could prevent it from carrying out the 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 its obligations and duties hereunder, do not and this Agreement will not (i) conflict with its charter documents or result in any breach of any provision of its certificate of incorporation or by- lawsagreements, (ii) require any filing withcontracts, 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 arrangements to which it is or becomes a party or by which any of its properties it is or assets may be becomes bound, (iv) nor violate any order, writ, injunction, decree, statute, rule law or regulation applicable to of any court, governmental body or administrative or other agency having authority over it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It is a corporation duly organizedSuch Party has the full corporate right, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conductedexecute, (ii) to own deliver and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into perform this Agreement and perform its obligations under this Agreement; andto consummate the transactions contemplated hereby; (b) Its execution The execution, delivery and delivery performance of this AgreementAgreement 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) Except for, in the case of AOL, the Third Party consents referred to in Section 2.2(b) above, such Party's execution, delivery and performance of its obligations and duties hereunder, do this Agreement shall 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 breach or default (under any contract 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 such Party is a party or by which it is bound or otherwise violate the rights of any of its properties or assets may be boundThird Party; and (e) Except for, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregatecase of AOL, have the Third Party consents referred to in Section 2.2(b) above, no consent, approval or authorization of or from any governmental entity or any other Person not a material adverse effect on it or its ability Party to perform under this Agreement, whether prescribed by law, regulation, contract or agreement, is required for such Party's execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby of the Company and Executive ------------------------------------- (each, a "REPRESENTING PARTY") represents and warrants to the other Party that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and 6.1 The Representing Party 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 has taken all action necessary to consummate the transactions contemplated hereby and to perform its each of their respective obligations under hereunder. 6.2 The Representing Party has duly executed and delivered this Agreement; and, and this Agreement is a legal, valid and binding obligation of the Representing Party, enforceable against the Representing Party in accordance with its terms. (b) Its execution and 6.3 None of the execution, delivery or performance of this Agreement, and the performance consummation of its obligations and duties hereunderthe transactions contemplated hereby, do not and nor compliance by such Representing Party with any of the provisions hereof, will not (i) violate or conflict with any agreement by which the Representing Party is bound, and that no notices to, declaration, filing or result in any breach of any provision of its certificate of incorporation or by- laws, (ii) require any filing registration with, approvals or permit, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach consents of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) underassignments by, any termspersons or entities are necessary to be made or obtained by the Representing Party in connection with the execution, conditions delivery or provisions performance 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement. 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 other party hereto which is covered by this Agreement which it may now have or claim to have, of whatever kind or nature, either in its representative or in its individual capacities, to any other person or entity in any manner including, without limitation, assignment or transfer by subrogation or by operation of law.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- party represents and warrants to the other Party party that: (a) It it is a corporation duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of the its jurisdiction of its incorporation and incorporation, organization or chartering; (i) it has all the necessary full right, 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 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) when executed and delivered by the party, this Agreement shall constitute the legal, valid and binding obligation of that party, enforceable against that party in accordance with its terms; (d) it is the sole and exclusive legal and beneficial owner and has sole and exclusive control (by ownership, license, permit or otherwise) of the entire right, title, and interest in and to its Background Property, and specifically are able to assign or contribute to the Joint Venture Project its Background Property without legal hindrance or other third-party approval; (e) 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 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 (bh) Its execution and delivery of this Agreementthere neither are nor at any time during the Term will be any encumbrances, and the performance of liens or security interests involving 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementBackground Intellectual Property.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- VERTEX and TREKtx each represents and warrants to the other as of the Effective Date that: (i) such Party that: (a) It is a corporation company duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its incorporation and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conductedincorporation, (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) Its execution is duly qualified as a corporation and delivery in good standing under the laws of this Agreement, and each jurisdiction where its ownership or lease of property or the performance conduct of its obligations and duties hereunderbusiness requires such qualification, 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 where the failure 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which so qualified would not, individually or in the aggregate, have a material adverse effect on it its financial condition or its ability to perform under its obligations hereunder, (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted, and (d) is in compliance with its charter documents; (ii) the execution, delivery and performance of this AgreementAgreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party, (b) have been duly authorized by all necessary or proper corporate action, (c) do not conflict with any provision of the charter documents of such Party, (d) will not, to such Party’s knowledge, violate any laws or regulation or any order or decree of any court or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; and (iii) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other laws affecting creditors’ rights generally, or by the availability of equitable remedies.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents represents, warrants and warrants covenants to the other Party that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation and has all the necessary full corporate 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; andto carry out the provisions hereof; (b) Its execution 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 performance failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (d) this Agreement is a legal and duties hereundervalid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, do insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (i) conflict with or result in any a breach of any provision of its certificate the terms or provisions of incorporation (i) any other contractual or by- lawsother obligations of such Party, (ii) require any filing withthe provisions of its charter, operating documents or bylaws, 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 order, writ, injunctioninjunction 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; and (f) it shall comply in all material respects with all laws, decree, statute, rule or regulation rules and regulations applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform performance under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party thatas follows: (a) It is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of in which it is incorporated. It has corporate power to own its incorporation properties 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 as currently owned and used, and (iii) to enter into this Agreement and perform its obligations under this Agreement; andconducted. (b) Its execution It has the full legal right and delivery of power to enter into and 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 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) The execution, delivery, and performance by it of its obligations and duties hereunder, do this Agreement does not and will not (i) conflict with violate any applicable law or result in regulation, nor 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 it is bound. (d) The execution, delivery, and performance by it of this Agreement does not require the approval of any Governmental Authority nor the application for or filing of its properties or assets may be boundfor any license, permit, approval, waiver, no-action, or similar permission from any Governmental Authority (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or Regulatory Approvals expressly described in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement).

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It it is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of organization; (b) 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 incorporation and ability to perform its obligations under this Agreement; (c) it has all the necessary full right, 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 to perform its obligations hereunder; (d) the execution of this Agreement 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, conflict with, require consent under or result in any breach or default under (i) any of such Party’s organizational documents, (ii) any applicable Law or (iii) with or without notice or lapse of time or both, the provisions of any contract to which it is a Party; (f) this Agreement have been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Party hereto) constitutes the legal, valid and 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 (b) Its execution Agreement and delivery of this Agreement, and the performance of 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreementnot insolvent.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It is a corporation duly organized, validly existing it has full corporate power and in good standing authority under the laws of the jurisdiction state or country of its incorporation 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; andto carry out the provisions hereunder; (b) Its execution to the 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 unlawfully or wrongly use, any existing patent, trademark, trade secret, confidential or proprietary right or other rights owned or claimed by a third party; (c) this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms; (d) the execution, delivery and performance of this Agreement, and the performance of its obligations and duties hereunder, do Agreement by it does not and will not (i) materially conflict with any agreement, oral or result in any breach of any provision of its certificate of incorporation or by- lawswritten, (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 Party or by which any of its properties or assets it may be bound, (iv) nor violate any order, writ, injunction, decree, statute, rule law or regulation applicable of any court, governmental body or administrative or other agency having authority over it; (e) to itthe knowledge of such Party as of the Effective Date, excluding from (i) none of the foregoing clauses 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) and 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 (ivf) to the knowledge of such filingsParty as of the Effective Date, violationsthere is no claim, breaches action, suit, proceeding or defaults which would notinvestigation pending or threatened against or affecting (i) its patents licensed to the other Party hereunder, individually or in (ii) the aggregate, have a material adverse effect on it or its ability to perform under this Agreementtransaction contemplated hereby.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party party that: (a) It it is a corporation duly organized, validly existing existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of the its jurisdiction of its incorporation and incorporation, organization, or chartering; (b) it has all the necessary power full right, 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 to perform its obligations under this Agreement; andhereunder; (bc) Its the execution 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, the execution, delivery, and delivery performance of this Agreement, and the performance consummation of its obligations and duties hereunderthe transactions contemplated hereby, do not and will not (i) violate or conflict with or result in any breach of any provision of its the certificate of incorporation or by- lawsorganization, or the bylaws, operating agreement, or other governing documents of such Party, (ii) require violate or conflict with any filing withjudgment, 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 order, writ, injunction, decree, statute, rule law, ordinance, rule, or regulation applicable to it, excluding from the foregoing clauses (ii)regulation, (iii) and 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) when executed and delivered by such filingsParty, violationsthis Agreement will constitute the legal, breaches valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms; and (f) no broker, finder, or defaults which would notinvestment banker is entitled to any brokerage, individually finder’s or other fee or commission in connection with the aggregate, have a material adverse effect on it or its ability to perform under transactions contemplated by this AgreementAgreement based upon arrangements made by such Party.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents represents, warrants and warrants covenants to the other Party that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation and has all the necessary full corporate 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; andto carry out the provisions hereof; (b) Its execution 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 performance failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (d) this Agreement is a legal and duties hereundervalid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, do insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (i) conflict with or result in any a breach of any provision of its certificate the terms or provisions of incorporation (i) any other contractual or by- lawsother obligations of such Party, (ii) require any filing withthe provisions of its charter, operating documents or bylaws, 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 order, writ, injunctioninjunction 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; and (f) it shall comply in all material respects with all laws, decree, statute, rule or regulation rules and regulations applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform performance under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is incorporated, and has all the necessary full corporate power and authority (i) to conduct its business in and the manner in which its business is currently being conducted, (ii) legal right to own and use 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 has the manner in which its assets are currently owned corporate power and used, authority and (iii) the legal right to enter into this Agreement and perform its obligations under this Agreementhereunder; and (b) Its it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement, Agreement and the performance of its obligations hereunder; and duties hereunderthis Agreement has been duly executed and delivered on behalf of such Party, do and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms; (c) it has not entered, and will not (i) 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 adversely affect the rights granted to the other Party under this Agreement; (d) its performance and execution of this Agreement will not result in any a 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 contract to which it is a party or by which any of its properties or assets may be bound, party; and (ive) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregatecourse of the development of Licensed Products, such Party shall not have a material adverse effect on it used and shall not use any employee or its ability consultant that has been debarred by the FDA or other regulatory authority, or, to perform under this Agreementthe 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 thatthat as of the Effective Date: 10.1.1. such Party (ai) It is a corporation (or company) duly organized, validly existing organized and in good standing subsisting under the laws Applicable Laws of the its jurisdiction of its incorporation organization, and (ii) has all the necessary full power and authority (i) to conduct its business in and the manner in which its business is currently being conducted, (ii) legal right to own and use operate its property and assets in 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 manner in which its assets are currently owned power, authority and usedlegal right, and (iii) is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date, or conflict with the rights granted to any Third Party; 10.1.3. this Agreement has been duly executed and perform 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 obligations under this Agreementterms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity; and (b) Its 10.1.4. the execution and delivery of this Agreement, Agreement and the performance of its such Party’s obligations and duties hereunder, hereunder (a) do not and will not (i) conflict with or result in violate any breach requirement of Applicable Laws or any provision of its certificate the articles of incorporation or by- lawsformation, bylaws, partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (iib) require any filing do not conflict with, or permitviolate, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach of, or constitute a default (or give rise to require any right of termination, cancellation or acceleration) consent under, any terms, conditions Applicable Laws or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement contractual obligation or other instrument court or obligation to which it is a party or administrative order by which any of its properties or assets may be such Party is bound, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party thatas follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and Each such Party has all the necessary requisite corporate or limited liability company power and authority (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own execute and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into deliver this Agreement and perform each other agreement, document or instrument to be executed and delivered by such Party pursuant hereto or thereto. The execution, delivery and performance by such Party of this Agreement 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 obligations under this Agreement; andterms, 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) Its execution The execution, delivery and delivery performance by such Party of this Agreement, Agreement and each other document or instrument to be executed and delivered by such Party pursuant hereto or thereto and the performance consummation by such Party of its obligations and duties hereunder, the transactions contemplated hereby or thereby do not and will not (ia) conflict with or result in any breach of violate any provision of its certificate the Organizational Documents of incorporation or by- lawssuch Party, (iib) violate any applicable Law or (c) require any authorization, consent, license, registration, exemption of, approval by, filing with or notice under, conflict with, or permit, authorization, consent or approval of, any governmental entity, (iii) 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 constitute a default (waiver under, create in any Person the right to accelerate, terminate, modify or cancel, give rise to any right obligation under, or result in the loss of termination, cancellation or acceleration) any benefit under, any terms, conditions or provisions material Contract 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementParty.

Mutual Representations and Warranties. Each Party respectively hereby ------------------------------------- represents and warrants to the other Party that: (a) It such Party is a corporation duly 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 full corporate 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 to carry out the provisions hereof; (b) 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, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations under hereunder; (d) this AgreementAgreement is a legal and 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 enforcement of creditors’ rights and (ii) equitable principles of general applicability; and (be) Its execution the execution, delivery and delivery performance by it of this Agreement, Agreement and its compliance with the performance terms and provisions of its obligations and duties hereunder, do this Agreement does not and will shall not (i) conflict with or result in any a breach of any provision of its certificate the terms or provisions of incorporation (i) any other contractual or by- lawsother obligations of such Party, (ii) require any filing withthe provisions of its charter, operating documents or bylaws, 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 order, writ, injunction, decree, statute, rule injunction or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches decree of any court or defaults which would not, individually or in the aggregate, have a material adverse effect on 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 perform under this Agreementmeet its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party [***] that: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (b) such Party: (i) has all the necessary requisite power and authority (i) to conduct its business in and 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) legal right to enter into this Agreement and to perform its obligations under this Agreement; and hereunder, (bii) Its has the requisite resources and expertise to perform its obligations hereunder, and (iii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement, Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and duties delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; (c) all necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained; and (d) the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder, do not and will not : (i) do not conflict with or violate any requirement of applicable Laws, regulations or orders of governmental bodies, (ii) do not conflict with, or constitute a breach or default under, any contractual obligation of such Party (including as a result of any necessary consents and waivers that have been obtained in connection with the execution of this Agreement), and (iii) do not conflict with or result in any a breach of any provision of its certificate the organizational documents 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementParty.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents represents, warrants and warrants covenants to the other Party that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction its state or country of its incorporation and has all the necessary full corporate 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; andto carry out the provisions hereof; (b) Its execution 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 performance failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder; (d) this Agreement is a legal and duties hereundervalid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, do insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; and Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (i) conflict with or result in any a breach of any provision of its certificate the terms or provisions of incorporation (i) any other contractual or by- lawsother obligations of such Party, (ii) require any filing withthe provisions of its charter, operating documents or bylaws, 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 order, writ, injunctioninjunction 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; and it shall comply in all material respects with all laws, decree, statute, rule or regulation rules and regulations applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform performance under this Agreement, including requirements relating to listing clinical trials on ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

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 that:extent applicable), as 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 organizedan entity, it is validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation 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; andorganization; (b) Its execution subject to the entry of applicable Bankruptcy Court orders, it has all requisite direct or indirect power and delivery authority to enter into and perform its respective obligations under this RSA and the Definitive Documents to which it is a party, and such Party has been authorized to enter into and perform its respective obligations under this RSA and the Definitive Documents to which it is a party; (c) the execution, delivery, and performance by such Party of this Agreement, and the performance of its obligations and duties hereunder, do RSA does not and will not (i) conflict with or result in any breach of violate any provision of law, rule, or regulation applicable to it or any of its certificate subsidiaries or its charter or bylaws (or other similar governing documents) or those of incorporation any of its subsidiaries, or by- laws, (ii) require any filing conflict with, or permit, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach of, or constitute (with due notice or lapse of time or both) a default (or give rise to under 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 material contractual obligation to which it is a party or by which any of its properties subsidiaries is a party; (d) the execution, delivery, and performance by such Party of this RSA does not and will not require any registration or assets 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 boundnecessary 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 (ivf) violate 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 order, writ, injunction, decree, statute, rule statements made by any other Party or regulation applicable such other Party’s legal counsel as to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches meaning of any term or defaults which would not, individually condition contained herein or in deciding whether to enter into this RSA or the aggregate, have a material adverse effect on it or its ability to perform under this Agreementtransactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents represents, warrants and warrants covenants to the other Party that: (a) It this Agreement is a corporation duly organizedlegal and valid obligation binding upon such Party and enforceable in accordance with its terms, validly existing and the 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 good standing under the laws any material respect, with or result in a breach of any of the jurisdiction terms or provisions of any other contractual obligations of such Party or the provisions of its incorporation charter, operating documents or bylaws; (b) 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 rights or licenses granted by it to the other Party hereunder; (c) such Party has all the necessary full 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 to carry out the provisions hereof and is duly authorized, by all requisite corporate action, to execute and deliver this AgreementAgreement 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; and (bd) Its execution no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of such Party in connection with the valid execution, delivery and delivery performance of this Agreement, 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 performance of its obligations Securities 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementExchange Commission.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It i. Each Party is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of the its jurisdiction of its incorporation 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. ii. Each Party has all the necessary requisite power and authority (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own execute and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into deliver this Agreement and to perform its obligations under this Agreement; and (b) Its thereunder. The execution and delivery by each Party of this Agreement, and the performance of its obligations and duties hereunder, do not have been duly authorized by all requisite corporate action. When executed and delivered by such Party, this Agreement will not 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: (ia) conflict with or result in any breach of violate any provision of its certificate the organizational documents of incorporation each Party; (b) violate any Applicable Law to which a Party is subject; or by- laws(c) conflict with, result in a breach of, result in a loss of a material benefit under or violation of, constitute (iiwith 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 requirement necessary to conduct the business of such Party, Contract or Applicable Law. No Party is required by Applicable Law, Contract or otherwise to give any notice to, make any filing with, with or permit, obtain any 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 Governmental Entity in order to which it is a party or consummate the transactions contemplated by which any of its properties or assets may be bound, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents Supplier and warrants TESARO each represent, warrant and covenant to the other Party that: (a) It is it is, and shall remain, a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization; (b) 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 incorporation terms, subject to laws of general application relating to bankruptcy, insolvency and has all the necessary power relief of debtors; (c) it is under no contractual or other obligation or restriction that is inconsistent with its execution or performance of this Agreement; (d) it will perform its obligations under this Agreement in accordance with this Agreement, the Product Requirements and authority the Quality Agreement, as applicable; (e) that (i) its performance of its obligations under this Agreement does not and will not breach any agreement which obligates it to conduct its business 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 such Third Party, and (ii) 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 manner case of Supplier, the Manufacture and supply of the Product, and in which its business is currently being conductedthe case of TESARO, the manufacture and supply of the formulated product containing the Product, (including, but not limited to the lawful handling, storage, dispensing and shipping of pharmaceutical products), (ii) each such license or registration is valid and in full force and effect, (iii) there is no pending or threatened suspension, revocation or cancellation of any such license or registration, and (iv) there is no basis for believing any such license or registration will not be renewable upon expiration; (g) that (i) neither Party nor any of its officers or employees has received any notice or communication from the FDA or other Regulatory Authority requiring, recommending or threatening to own initiate any action alleging noncompliance with Applicable Laws, (ii) there have not been and use 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 assets in the manner in which its assets are currently owned officers and usedemployees, and (iii) there is no act, omission, event or circumstance of which the Party has knowledge that would reasonably be expected to enter into this Agreement and perform its obligations under this Agreement; and (b) Its execution and delivery of this Agreement, and the performance of 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from form the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.basis for any

Mutual Representations and Warranties. Each Party hereby ------------------------------------- of the Company and Executive (each, a "Representing Party") represents and warrants to the other Party that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and 7.1 The Representing Party 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 has taken all action necessary to consummate the transactions contemplated hereby and to perform its each of their respective obligations under hereunder. 7.2 The Representing Party has duly executed and delivered this Agreement; and, and this Agreement is a legal, valid and binding obligation of the Representing Party, enforceable against the Representing Party in accordance with its terms. (b) Its execution and 7.3 None of the execution, delivery or performance of this Agreement, and the performance consummation of its obligations and duties hereunderthe transactions contemplated hereby, do not and nor compliance by such Representing Party with any of the provisions hereof, will not (i) violate or conflict with any agreement by which the Representing Party is bound, and that no notices to, declaration, filing or result in any breach of any provision of its certificate of incorporation or by- laws, (ii) require any filing registration with, approvals or permit, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach consents of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) underassignments by, any termspersons or entities are necessary to be made or obtained by the Representing Party in connection with the execution, conditions delivery or provisions performance 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement. 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 other party hereto which is covered by this Agreement which it may now have or claim to have, of whatever kind or nature, either in its representative or in its individual capacities, to any other person or entity in any manner including, without limitation, assignment or transfer by subrogation or by operation of law.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and ------------------------------------- warrants to the other Party Parties that: (a) It is a corporation duly organizedSuch Party has the full corporate right, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conductedexecute, (ii) to own deliver and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into perform this Agreement and perform its obligations under this Agreement; andto consummate the transactions contemplated hereby; (b) Its execution The execution, delivery and delivery performance of this AgreementAgreement 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) Such Party's execution, delivery and performance of its obligations and duties hereunder, do this Agreement shall 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 breach or default (under any material contract 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 such Party is a party or by which it is bound or otherwise violate the rights of any third party; and (e) No consent, approval or authorization of its properties or assets may be bound, (iv) violate from any order, writ, injunction, decree, statute, rule governmental entity or regulation applicable any other Person not a Party to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement, whether prescribed by law, regulation, contract or agreement, is required for such Party's execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party thatthat as of the Effective Date: (a) It it is a corporation duly organized, validly existing existing, and in good standing under the laws and regulations of the jurisdiction of its incorporation and in which it is organized; (b) it (i) has all the necessary requisite power and authority (i) to conduct its business in and 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) legal right to enter into this Agreement and to perform its obligations under this Agreement; and hereunder, and (bii) Its has taken all requisite action on its part to authorize the execution and delivery of this Agreement, Agreement and the performance of its obligations hereunder; (c) that this Agreement has been duly executed and duties hereunderdelivered by such Party and constitutes a legal, do valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; (d) 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 (i) conflict with or result in any a breach of any provision of its certificate the terms and provisions 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 under (i) a loan agreement, guaranty, financing agreement, agreement relating to one or give rise to more Patent Rights or other agreement or instrument binding or affecting it or its property; or (ii) any right of terminationorder, cancellation writ, injunction or acceleration) under, any terms, conditions or provisions decree of any note, bond, mortgage, indenture, lease, license, contract, agreement court or other instrument or obligation to which Governmental Authority entered against it is a party or by which any of its properties or assets may be property is bound, ; and (ive) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would it has not, individually and will not during the Term, grant any right to any Third Party or in become a party to any agreement or understanding that would conflict with the aggregate, have a material adverse effect on it or its ability rights granted to perform the other Party under this AgreementAgreement 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 Parties, severally and not jointly, represents and warrants to each other Party, as of the other Party thatdate of this Agreement, as follows: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation 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) except for the 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 perform the respective obligations under, this Agreement; (c) except for the Debtors’ need to obtain Bankruptcy Court approval, it has all the necessary requisite 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 to carry out the Restructuring contemplated by, and perform its respective obligations under under, this Agreement; (d) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part; (e) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (bf) Its execution and delivery it is not aware of this Agreement, and the performance of its obligations and duties hereunder, do not and will not (i) conflict with or result in any breach occurrence of any provision of its certificate of incorporation or by- lawsevent that, (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 due to any right fiduciary or similar duty to any other person, would prevent it from taking any action required 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party thatas follows: (a) It is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of in which it is incorporated. It has corporate power to own its incorporation properties 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 as currently owned and used, and (iii) to enter into this Agreement and perform its obligations under this Agreement; andconducted. (b) Its execution It has the full legal right and delivery of power to enter into and 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 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) The execution, delivery, and performance by it of its obligations and duties hereunder, do this Agreement does not and will not (i) conflict with violate any applicable law or result in regulation, nor 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 it is bound. (d) The execution, delivery, and performance by it of this Agreement does not require the approval of any Governmental Authority nor the application for or filing of its properties or assets may be boundfor any license, permit, approval, waiver, no-action, or similar permission from any Governmental Authority (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or Regulatory Approvals expressly described in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement).

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party Party, as of the Execution Date and as of the Effective Date (as though then made), that: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization; (b) such Party has taken all action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles including judicial principles affecting the availability of specific performance; (d) the execution, delivery and performance of this Agreement by such Party does not conflict with, breach or create in any Person the right to accelerate, terminate or modify any agreement or instrument to which such Party is a party or by which such Party is bound, and does not violate any Law of any Governmental Body having authority over such Party (assuming compliance with Antitrust Law), such Party’s charter documents, bylaws or other organizational documents or any order, writ, judgment, injunction, decree, determination or award of any court or Governmental Body presently in effect applicable to such Party; (e) such Party is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or would adversely affect the diligent and complete fulfillment of its obligations hereunder; (f) such Party has all the necessary right, 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 to perform its obligations under this Agreement, and it has the right to grant to the other the licenses and sublicenses granted pursuant to this Agreement; (g) there is no pending proceeding that has been commenced against such Party that challenges, or would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby; (h) neither such Party nor any of its Affiliates has employed or otherwise used in any capacity the services of any Person debarred under applicable Law, including under 21 U.S.C. § 335a or any foreign equivalent thereof; and (bi) Its except as set forth in ‎Article 12, no consent, approval or authorization by any Person or Governmental Body is required with respect to the execution and delivery of this Agreement, and the performance of 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 Agreement by which any of its properties or assets may be bound, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreementthe consummation by it of the transactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to each of the other Party thatParties and to CalGEM, as of the date of this Agreement as follows: (a) It is a corporation duly organized, validly existing and in good standing under it has the laws of the jurisdiction of its incorporation 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 AgreementAgreement and is in good standing and qualified to do business in California; and (b) Its execution 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) the execution, delivery and performance of this Agreement has been duly authorized by such Party, and this Agreement (i) constitutes a legal and binding obligation of such Party enforceable against such Party in accordance with its respective terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the extent that the availability of equitable remedies is subject to the discretion of the court before which any proceedings therefor may be brought, and (ii) will not result in any violation of, breach of or default under, any 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 the 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 obligations creditors under the United States Bankruptcy Code or under any similar laws; and duties hereunder, do not (f) it is current on all payments for indebtedness incurred by it and will not (i) conflict with or result in any breach no event of any provision of its certificate of incorporation or by- laws, (ii) require any filing withdefault currently exists, or permitwith the lapse of time or due notice will exist, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach of, or constitute a default (or give rise regarding 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 such indebtedness for borrowed money by which any of its properties or assets may be bound, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this AgreementParty.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: : (a) It this Agreement has been duly executed and 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 relating to or affecting creditors’ rights generally and by general equitable principles; (b) the execution, delivery and performance of this Agreement 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 a corporation duly organizedauthorized to do so; (d) no provision contained in this Agreement violates any other agreement to which such Party is bound or otherwise subject; (e) such Party shall perform its obligations hereunder in substantial conformity with all applicable foreign, validly existing federal, state or local laws, statutes, rules and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary power and authority regulations (i) to conduct its business in the manner in which its business is currently being conductedcollectively, (ii) to own and use its assets in the manner in which its assets are currently owned and used“Applicable Law”), and without limitation, the Parties certify that they are in compliance with all laws, statutes, and regulations restricting U.S. persons from dealing with any individuals, entities, or groups subject to Office of Foreign Assets Control (iii“OFAC”) to sanctions; and (f) such Party shall not enter into any arrangement, understanding or agreement that conflicts in any manner with this Agreement and perform its obligations under this Agreement; and (b) Its execution and delivery of this Agreement, and the performance of its such Party’s obligations and duties responsibilities 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- warrants and represents and warrants to the other Party that: (a) It is a corporation Except as specifically set forth herein, the execution, delivery and performance of this Lease has been duly organized, validly existing authorized by all necessary action on the part of such Party and in good standing under this Lease constitutes the laws valid and legally binding obligation of the jurisdiction of its incorporation 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; andsuch Party; (b) Its 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 constitution, law or governmental regulation applicable to 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; (c) No approval, authorization, order, consent, declaration, registration or filing with any federal, state or local governmental authority is required for the valid execution and delivery of this AgreementLease, 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 its obligations and duties hereunder, do not and will not (i) conflict with or result that, in any breach way, would materially adversely affect the validity or enforceability of this Lease; and (e) No broker negotiated this Lease or was involved in any provision of its certificate of incorporation respect in the implementation thereof and there is no broker 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 other person entitled 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or commission in the aggregate, have a material adverse effect on it or its ability to perform under this Agreementconnection therewith.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It is a corporation duly organizedthe entering into, validly existing execution and in good standing under the laws of the jurisdiction of its incorporation 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 useddelivery of, and (iii) to enter into the performance and observance by such Party of, this Agreement and perform its obligations under this Agreement; andGuarantee, has been duly authorized by all necessary corporate action of such Party; (b) Its no consent, approval, authorization, license, order or permit of any governmental authority, court or arbitrator and 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 Guarantee; (c) neither the execution and delivery of this Agreement, Guarantee nor the due observance and the performance by such Party of its covenants and obligations and duties hereunder, do not and herein will not (i) conflict with or result in any a breach of or a default under any provision provision, term or condition of its certificate the organizing documents of incorporation such Party or by- lawswill conflict with or result in a breach of or a default under (or with the giving of notice or lapse of time, or 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 applicable to such Party; (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 order, writdeclaration, injunction, decree, statutewrit, rule judgment or regulation applicable award of any governmental authority, or any court or arbitrator to it, excluding from the foregoing clauses (ii), which such Party is subject; or (iii) and 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 (ivd) there are no actions, suits or proceedings pending or, to the knowledge of such filingsParty, violationsthreatened against or affecting such Party (nor, breaches or defaults to the knowledge of such Party, any basis therefor) which would not, individually or in the aggregate, could reasonably be expected to have a material adverse effect on it or its the ability of such Party to perform under comply with the terms of this AgreementGuarantee.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party Party, and ApolloBio represents and warrants to Tocagen, that, as of the Execution Date: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws Applicable Law of the jurisdiction of its incorporation or formation, and has all the necessary full corporate or other 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; andto carry out the provisions hereof; (b) Its execution it is duly authorized to execute and delivery deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action, including any required approval 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 is legally binding upon it and enforceable in accordance with its obligations terms and duties hereunderthe execution, do delivery and performance of this Agreement by it does not and will not (i) conflict with or result in any breach of any provision of its certificate of incorporation or by- lawsagreement, (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 understanding, oral or written, to which it is a party or by which any of its properties or assets it may be bound, (iv) nor violate any orderApplicable Law; (d) it is not aware of any action, writ, injunction, decree, statute, rule suit or regulation applicable to it, excluding from inquiry or investigation instituted by any Person which questions or threatens the foregoing clauses validity of this Agreement; and (ii), (iiie) and (iv) neither such filings, violations, breaches or defaults which would not, individually or Party nor any of its Affiliates is debarred under Applicable Law in the aggregateUnited States, have a material adverse effect on it including 21 U.S.C. §335a, or its ability to perform under this Agreementcomparable Applicable Law outside of the United States.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- of the Company and Executive (each, a "REPRESENTING PARTY") represents and warrants to the other Party that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and 7.1 The Representing Party 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 has taken all action necessary to consummate the transactions contemplated hereby and to perform its each of their respective obligations under hereunder. 7.2 The Representing Party has duly executed and delivered this Agreement; and, and this Agreement is a legal, valid and binding obligation of the Representing Party, enforceable against the Representing Party in accordance with its terms. (b) Its execution and 7.3 None of the execution, delivery or performance of this Agreement, and the performance consummation of its obligations and duties hereunderthe transactions contemplated hereby, do not and nor compliance by such Representing Party with any of the provisions hereof, will not (i) violate or conflict with any agreement by which the Representing Party is bound, and that no notices to, declaration, filing or result in any breach of any provision of its certificate of incorporation or by- laws, (ii) require any filing registration with, approvals or permit, authorization, consent or approval of, any governmental entity, (iii) result in a violation or breach consents of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) underassignments by, any termspersons or entities are necessary to be made or obtained by the Representing Party in connection with the execution, conditions delivery or provisions performance 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 order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to perform under this Agreement. 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 other party hereto which is covered by this Agreement which it may now have or claim to have, of whatever kind or nature, either in its representative or in its individual capacities, to any other person or entity in any manner including, without limitation, assignment or transfer by subrogation or by operation of law.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- hereby, severally and not jointly, represents and warrants to the other Party thatParties that the following statements are true and correct as of 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, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this First Amendment; and (c) the execution, delivery, performance and observance of this First Amendment by such Party (i) has been duly authorized by all necessary action on the part of such Party, does not and will not conflict with, or result in a violation of, any law applicable to conduct its business in the manner in which its business is currently being conductedit, 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) 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) Its execution and delivery of this Agreement, and the performance of its obligations and duties hereunder, do does not and will not (i) violate, conflict with with, or result in any the breach of any provision of its certificate of incorporation organizational or by- laws, (ii) require any filing with, or permit, authorization, consent or approval of, any governmental entity, governance documents and (iii) does not and will not result in a violation or any breach of, or 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 under or give rise to others any right rights of termination, amendment, acceleration, suspension, revocation or cancellation or acceleration) underof, any terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, contractpermit, agreement franchise or other instrument or obligation arrangement to which it is a party or by which any of its properties or assets may be boundparty, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or materially adversely affect its ability to perform carry out its obligations under and otherwise observe this AgreementFirst Amendment or cause the occurrence of a termination event.

Mutual Representations and Warranties. Each Party hereby ------------------------------------- represents and warrants to the other Party that: (a) It it is a corporation duly organizedformed, validly existing existing, and in good standing as a limited liability company under the laws Laws of the its jurisdiction of its incorporation 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, and has all throughout the necessary power term of this Agreement and any Customer Agreement or Managed Services Agreement will retain, the full right, 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 Agreement, to grant the rights and licenses it grants hereunder, and to perform its obligations under this Agreement; and; (bc) Its its execution and delivery of this AgreementAgreement has been duly authorized by all necessary corporate or organizational action of such Party; (d) when executed and delivered by it, this Agreement will constitute its legal, valid, and the performance of binding obligation, enforceable against it in accordance with its obligations and duties hereunderterms; (e) there is no outstanding claim, do not and will not (i) conflict with or result in any breach of any provision of its certificate of incorporation or by- lawslitigation, (ii) require any filing withproceeding, arbitration, 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 investigation to which it is a party or by which any of its properties or assets may that would reasonably be bound, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable expected to it, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on it or its ability to enter into this Agreement or to perform its obligations hereunder; and (f) its execution, delivery, and performance of its obligations under this AgreementAgreement does not and will not violate any judgment, order, decree, or applicable Law, nor does it or will it violate any agreement to which it is a party.