Common use of Mutual Representations, Warranties and Covenants Clause in Contracts

Mutual Representations, Warranties and Covenants. Each Party represents, warrants and covenants to the other that: 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and is validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction where it was formed; 9.1.2 it has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement; 9.1.3 the execution, delivery, and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E.

Mutual Representations, Warranties and Covenants. Each Party represents, of Chiesi and Protalix hereby represents and warrants and covenants to the other thatParty as of the Effective Date (and covenants as set forth in Sections 9.1(h), 9.1(i), 9.1(j), 9.1(k), and 9.1(l) below) as follows: 9.1.1 it(a) It is duly organized, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and is validly existing and, to the extent applicable, and in good standing under the laws Laws of the jurisdiction where it was formed; 9.1.2 it of its incorporation or formation, as applicable. It has all the requisite corporate power and authority to execute, deliver, conduct its business as presently being conducted and as proposed to be conducted by it. (b) It has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement; 9.1.3 the executionhereunder. All corporate actions on its part, delivery, and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under for (i) any other agreement to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted execution, delivery and performance by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does and (ii) the consummation of the transactions contemplated hereby, have been duly taken. (c) Assuming the due authorization, execution and delivery by the other Party, this Agreement constitutes a legally valid and binding obligation of such Party, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court or other tribunal before which any proceeding may be brought). (d) There is no contractual restriction or obligation binding on such Party which would be materially contravened by execution and delivery of this Agreement or by the performance of its terms. Apart from expiration or termination of any applicable waiting periods (including any extensions thereof) required by any applicable Law or governmental entity for antitrust purposes in the Territory, there are no governmental filings or consents necessary for the consummation of this Agreement and the transactions contemplated hereby. (e) Such Party is not infringe debarred, and such Party in relation to the Licensed Product is not using, has not used, and will not use in any capacity the services of any person debarred, in each case under Subsection 306(a), (b) of the Generic Drug Enforcement Act of 1992, or misappropriate any Third non-U.S. equivalent Law to the foregoing. (f) To such Party’s Intellectual Property;knowledge, no representation or warranty made by it in this Agreement, nor any statement contained in any schedule hereto furnished by it, contains any untrue statement of a material fact or omits any material fact necessary to make the statements contained herein or therein not misleading. 9.1.7 there (g) There is no outstanding (litigation, proceeding or investigation pending or, to the best of its such Party’s knowledge, pending threatened against such Party in any court or threatened) litigation, arbitration, before any agency or other dispute to regulatory body which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its materially adversely affect such Party’s ability or right to fulfill its obligations under carry out the transactions contemplated by this Agreement;. 9.1.8 it (h) During the Term, each Party shall perform promptly notify the other Party in writing upon learning of any actual or threatened investigation, inquiry, action or proceeding before the EMA or any other Regulatory Authority in the Territory with respect to the Compound, Drug Substance, Drug Product or Licensed Product. (i) Each Party shall (i) comply in all material respects with applicable anti-bribery Laws and the Chiesi Anti-Bribery Policy, attached hereto as Exhibit D, and (ii) adopt, implement and keep for the Term, reasonably adequate measures aimed at preventing the commission, even attempted, of conduct in violation in any material respect of anti-bribery Laws by its Affiliates, directors, representatives, employees, and/or consultants involved in the performance of this Agreement. (j) Each Party and its Affiliates, directors, representatives, employees, and/or consultants involved in the performance of this Agreement, in performing their obligations under this Agreement in a manner that does not knowingly infringeshall not, directly or indirectly: (i) offer, transfer, promise or pay money, commissions, compensation or any other benefit (including gifts, entertainment, or constitute any other similar benefit, even low value or non-material benefits, unless they can be considered as low value courtesy benefits) in favor of public or private parties, in violation of applicable anti-bribery Laws, the Chiesi Anti-Bribery Policy and/or with the intention of or as a known infringement condition to obtaining illegal benefits in favor of Chiesi or misappropriation ofProtalix; (ii) direct a Third Party to carry out the activities set out in subsection (i) above; (iii) give, transfer or promise money, commissions, compensation and rewards in kind (including gifts, entertainment or any Third other similar benefit, even low value or non-material benefits, unless they can be considered as low value courtesy benefits) to the other Party’s Intellectual Property Rightsdirectors, legal representatives, employees or whoever acts on behalf of such other Party, in violation of any applicable anti-bribery Law and beyond the limits set forth within the Chiesi Anti-Bribery Policy. (k) Unless to the extent this provision would be a violation of any applicable Laws, Protalix shall promptly notify Chiesi at the following Chiesi e-mail address: g▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, and Chiesi shall promptly notify Protalix at the following Protalix e-mail address: m▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, if such Party becomes aware of: (i) any request, promise, offer, or donation of money, commission, compensation or rewards in kind (including gifts, entertainments, or any other similar benefit, even low value or non-material benefits) made to public officers, private parties or the other Party’s directors, legal representatives or employees (or whoever acts on behalf of such other Party), in relation to the activities prohibited under Section 9.1(j); 9.1.9 it has not violated (ii) any Applicable Lawgift, entertainment or any other similar benefit, even non-material benefits, carried out by either Party in breach of the provisions of Section 9.1(j); andor 9.1.10 it has implemented appropriate measures (iii) any investigation, administrative suit, law suit or other procedure involving such Party in relation to corruption, bribery or any other similar harmful act to the public treasury. (l) Each Party shall conduct, and safeguards shall use reasonable efforts to comply cause its Affiliates to conduct, all its activities contemplated under this Agreement in accordance with its obligations under Section 7 and Section 8 and Schedule E.all applicable Laws of the Country in which such activities are conducted.

Mutual Representations, Warranties and Covenants. Each Party represents(a) Neither Party, warrants and covenants nor any of their Affiliates, nor any of their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other that:Regulatory Authority with respect to the Development of the Licensed Antibodies or the Licensed Products, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of the [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 Licensed Antibodies or the Licensed Products, or committed an act, made a statement, or failed to make a statement with respect to the Development of the Licensed Antibodies or the Licensed Products or the Development of any Antibodies that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies. 9.1.1 it(b) Neither Party nor any of their or their Affiliates’ employees or agents performing hereunder have ever been, including are currently, or are the subject of a proceeding that could lead to it or such employees or agents becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual. If, during the Term, either Party, or any of its Affiliates or its Affiliates’ employees or agents performing hereunder, become or are the subject of a proceeding that could lead to a Person becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual, such Party shall immediately notify the terms of this Agreementother Party, is an entity which has been duly formed and is validly existing andsuch other Party shall have the option, at its sole discretion, to the extent applicable, in good standing under the laws of the jurisdiction where it was formed; 9.1.2 it has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement; 9.1.3 the execution, delivery, and performance of this Agreementeither: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a party or by which it is bound, or prohibit such Person from performing work under this Agreement (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets terminate all work being performed or to transact business of be performed by the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, first Party pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms . For purposes of this Agreementprovision, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it following definitions shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E.apply:

Mutual Representations, Warranties and Covenants. Each Party represents, warrants and covenants to each other Party, as of the other thatAgreement Effective Date, Joinder Agreement or Transfer Agreement (as applicable), the Agreement Effective Date and the Closing Date: 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and (a) it is validly existing and, to the extent applicable, and in good standing under the laws of the jurisdiction where state of its organization, and this Agreement is a legal, valid and binding obligation of such Party, enforceable against it was formedin accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; 9.1.2 (b) it has all requisite power and authority to execute, deliver, and perform perform, and has taken all necessary action to authorize the entry into, performance and execution of, its obligations under this Agreement; 9.1.3 (c) except as expressly provided in this Agreement, Brazilian Bankruptcy Law, English Companies Act or the executionBankruptcy Code or as expressly contemplated by the Restructuring Documents, deliveryno further consent or approval is required by any other Person or Entity in order for it to effectuate the Restructuring contemplated by, and performance of this Agreement: (a) has been duly authorized by perform its requisite officialsrespective obligations under, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 (d) the entry into and performance by it of the Restructuring contemplated by this Agreement does not, and will not, conflict in any material respect with any law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents; (e) it is not party to any restructuring, Alternative Restructuring Plan or similar agreement or arrangement with the other Parties to this Agreement in relation to the Company Parties that has not been disclosed to all Parties; (f) it has all Intellectual Property Rights necessary to meet been represented by legal counsel of its obligations, if any, pursuant to choosing in connection with this Agreement and the transactions contemplated by this Agreement, including has had the opportunity to review this Agreement with its legal counsel and has not relied on any statements made by any other Party or any other Party’s legal counsel as to the meaning of any term and condition contained herein; and (g) the conditions set forth in this Agreement represent the full right, power, and authority set of conditions precedent to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms effectiveness of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E..

Mutual Representations, Warranties and Covenants. Each Party of the Parties, severally, and not jointly, represents, warrants and covenants to each other Party that, as of the other thatdate such Party executes and delivers this Agreement and as of the Agreement Effective Date (or, in the case of a Consenting Creditor that becomes a party hereto after the Agreement Effective Date, as of the date such Consenting Creditor becomes a Party to this Agreement by executing and delivering a Joinder) and as of the Plan Effective Date: 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and (a) it is validly existing and, to the extent applicable, and in good standing under the laws Laws of the jurisdiction where state of its organization, incorporation or formation, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it was formedin accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; 9.1.2 (b) except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code, if applicable, no consent or approval is required by any other Entity or Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other constitutional documents; (d) it has all requisite corporate or similar power and authority to enter into, execute, deliverand deliver this Agreement and it has (or will have, at the relevant time) all requisite corporate or similar power and authority to effectuate the Restructuring Transactions and carry out the transactions contemplated by, and perform its respective obligations under under, this Agreement; 9.1.3 (e) it has not assigned, conveyed, sold, hypothecated or otherwise transferred all, any part of or any interest in any claim (other than the execution, delivery, RBL Claims and performance Senior Notes) or cause of this Agreement: (a) has been duly authorized by its requisite officials, board (action that would be released pursuant to the releases set forth in the presence Proposed Plan in favor of board observers, wherever requiredthe Released Parties (as defined in the Proposed Plan), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and and (bf) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is not a party to any restructuring or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified similar agreement with other Parties to do business and is in good standing, this Agreement that relates to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required Company Parties and has not been disclosed to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant Parties to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E..

Mutual Representations, Warranties and Covenants. Each Party of the Parties, severally, and not jointly and severally, represents, warrants and covenants to each other Party that, as of the other thatAgreement Effective Date (or, in the case of each Company Party and Consenting Stakeholder that becomes a party hereto after the Agreement Effective Date, as of the date such Company Party or Consenting Stakeholder becomes a Party to this Agreement by executing and delivering a Company Acknowledgment or Joinder, as applicable) and as of the Closing Date: 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and (a) it is validly existing and, to the extent applicable, and in good standing under the laws Laws of the state or jurisdiction where of its organization, incorporation or formation, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it was formedin accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; 9.1.2 (b) except as expressly provided in this Agreement, the Plan or the Bankruptcy Code, if applicable, no consent or approval is required by any other Entity or Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance of, the transactions contemplated by this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other constitutional documents; (d) it has all requisite corporate or similar power and authority to enter into, execute, deliverand deliver this Agreement and it has (or will have, at the relevant time) all requisite corporate, partnership or similar power and authority to effectuate the Restructuring Transactions and carry out the transactions contemplated by, and perform its respective obligations under under, this Agreement; 9.1.3 (e) it has not assigned, conveyed, sold, hypothecated or otherwise transferred all, any part of or any interest in any claim or cause of action that would be released pursuant to the execution, delivery, and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (releases set forth in the presence of board observersPlan; and (f) it is not a party to any Alternative Restructuring Proposal, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach ofrestructuring, or constitute a default under (i) any similar agreement with other agreement Parties to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, this Agreement that relates to the extent applicable, in every jurisdiction in which a license, authorization, Company or qualification is required any of its direct or indirect subsidiaries that has not been disclosed to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant Parties to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E..

Mutual Representations, Warranties and Covenants. Each Party of the Parties represents, warrants warrants, and covenants to each other Party, as of the other thatExecution Date, the Agreement Effective Date: 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and (a) it is validly existing and, to the extent applicable, and in good standing under the laws of the jurisdiction where state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it was formedin accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; 9.1.2 (b) except as expressly provided in this Agreement, the RJ Plan, Brazilian Bankruptcy Law, BVI Insolvency Law and the Bankruptcy Code or as expressly contemplated by the Restructuring Documents, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents; 6 The conditions set forth in the Corporate Governance Agreement have been satisfied. (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, deliverand deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under under, this Agreement; 9.1.3 the execution, delivery, and performance of (e) except as expressly provided by this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a not party to any restructuring or by which it is bound, similar agreements or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified arrangements with the other Parties to do business and is in good standing, this Agreement that have not been disclosed to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required all Parties to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 (f) it has all Intellectual Property Rights necessary to meet been represented by legal counsel of its obligations, if any, pursuant to choosing in connection with this Agreement and the transactions contemplated by this Agreement, including has had the full right, power, opportunity to review this Agreement with its legal counsel and authority has not relied on any statements made by any other Party or any other Party’s legal counsel as to grant the meaning of any Intellectual Property Rights term or condition contained herein or in deciding whether to enter into this Agreement or the transactions contemplated herein;hereby; and 9.1.6 to its knowledge, its Intellectual Property provided or used (g) the conditions set forth in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (orthe Restructuring Term Sheets and the Restructuring Documents, represent the full set of conditions precedent to the best effectiveness of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E.implementation of the Restructuring Transactions as agreed among the Parties.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties, severally and not jointly, represents and warrants to each other Party representsthat the following statements are true, warrants correct, and covenants to complete as of the other that:date hereof (or, if later, the date that such Party (or if such Party is a Transferee, such Transferee) first became or becomes a Party): 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and (i) it is validly existing and, to the extent applicable, and in good standing under the laws of the jurisdiction where state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it was formedin accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; 9.1.2 (ii) except as expressly provided in this Agreement or in the Bankruptcy Code (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it has all requisite power and authority to execute, delivercarry out the Restructuring contemplated by, and perform its obligations under under, this Agreement; 9.1.3 (iii) except as expressly provided in this Agreement or the Bankruptcy Code (if applicable), it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part; (v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (vi) the execution, delivery, and performance by such Party of this Agreement: Agreement does not and will not (a1) has been duly authorized by violate any provision of law, rule, or regulation applicable to it or any of its requisite officialssubsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b2) shall not conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under (i) any other agreement material debt for borrowed money to which it or any of its subsidiaries is a party or by which it is boundparty, or (ii3) violate any Applicable Laws by which it is bound; 9.1.4 it is duly licensedorder, authorizedwrit, injunction, decree, statute, rule, or qualified regulation; provided that, (x) the foregoing shall not apply with respect to do business any Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or the pendency of the Restructuring and is (y) nothing in good standingthis Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Caesars Party’s respective ability to exercise its fiduciary duties as set forth by Section 21 hereof. (b) The Caesars Parties represent and warrant to the extent applicable, in every jurisdiction in which a license, authorization, Consenting SGN Creditors that there are no pending agreements (oral or qualification is required to own written) or lease assets understandings that are not public or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance been filed with the terms Bankruptcy Court with respect to any Alternative Proposal. (c) Each Caesars Party, severally and not jointly, on behalf of this Agreementitself and its Affiliates, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (orrepresents, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner warrants and covenants that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated offered, and will not offer, any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards Additional Consideration to comply any holder of SGN Claims without making such Additional Consideration with its obligations under respect to such SGN Claim otherwise available to Consenting SGN Creditors in respect of their applicable SGN Claims, on a pro rata basis in the manner contemplated in Section 7 and Section 8 and Schedule E.35 in this Agreement.

Mutual Representations, Warranties and Covenants. Each Party represents, represents and warrants and covenants to the other Party as of the Effective Date that: 9.1.1 it10.1.1 such Party is duly organized, including any of its Affiliates subject to the terms of this Agreement, is an entity which has been duly formed and is validly existing and, to the extent applicable, and in good standing under the laws Applicable Laws of the jurisdiction where it was formed; 9.1.2 it of its incorporation and has all requisite full corporate power and authority and legal right to execute, deliverenter into this Agreement and to carry out the provisions hereof; 10.1.2 such Party has the right to grant the licenses to the other Party purported to be granted pursuant to this Agreement and the rights granted to the other Party pursuant to this Agreement do not conflict with any rights or obligations of such Party to any Third Parties; 10.1.3 such Party has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and perform its obligations under this AgreementAgreement constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with the terms and conditions hereof; 9.1.3 10.1.4 to a Party’s knowledge, such Party has received all necessary licenses and certificates with respect to facilities within such Party’s ownership or control sufficient to allow such Party to conduct the activities assigned to such Party under each Research Plan, and such Party is in compliance with the requirements of such licenses and certificates; 10.1.5 the execution, delivery, delivery and performance of this Agreement: Agreement by such Party (a) has been duly authorized by its requisite officialswill not constitute a default under, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not or conflict with, result in a breach ofany agreement, instrument or constitute a default under (i) any other agreement understanding, oral or written, to which it is a party or by which it is bound, or (iib) violate any Applicable Laws by which Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; and (c) is not prohibited or limited by, and shall not result in the breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party; 10.1.6 it is boundnot and will not be required to give any notice to any governmental authority or obtain any approval in connection with the execution and delivery of this Agreement; 9.1.4 it is duly licensed10.1.7 such Party and its Affiliates have not employed and during the Term, authorizedwill not employ or use in any capacity the services of any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or qualified any Person who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent). Such Party shall notify the other Party in writing immediately if any such debarment occurs or comes to do business its attention and is shall promptly remove any person or entity so disbarred from performing ay activities related to this Agreement; 10.1.8 such Party and its Affiliates performing activities under this Agreement has in good standingplace or will have in place prior to its conduct of its activities under the Agreement a written agreement with its employees and other personnel it appoints to perform such activities hereunder to ensure that such Party has sufficient ownership or license rights to any Collaboration Technology invented, discovered, created or developed by such Party to grant the rights to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is other Party as required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations granted under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it 10.1.9 such Party shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 accordance with Applicable Law and shall promptly notify the other Party in writing if it has not violated any information to suggest or if it suspects that there may be a violation of Applicable LawLaw in connection with this Agreement; and 9.1.10 it has implemented appropriate measures 10.1.10 such Party shall and safeguards shall cause its Affiliates and its and their respective subcontractors and licensees to, conduct all activities undertaken pursuant to comply this Agreement in accordance with its obligations under Section 7 and Section 8 and Schedule E.Applicable Law.

Mutual Representations, Warranties and Covenants. Each Party of the Parties hereby represents, warrants and covenants to the other thatParty as follows: 9.1.1 it, including any 12.1.1. It is duly organized and validly existing under the Laws of its Affiliates subject to the terms jurisdiction of this Agreement, is an entity which has been duly formed incorporation and is validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction where it was formed; 9.1.2 it has all requisite full corporate power and authority and has taken all corporate action necessary to execute, deliver, enter into and perform this Agreement; 12.1.2. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, by which it is bound, nor to its knowledge as of the Effective Date violate any Law. The person or persons executing this Agreement on such Party’s behalf have been duly authorized to do so by all requisite corporate action; 12.1.3. To its knowledge, as of the Effective Date no government authorization, consent, approval, license, exemption of or filing or registration with any court or Governmental Authority, under Law, is or shall be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed concurrently herewith, or (except for MHLW or other regulatory approvals, licenses, clearances and the like necessary for the research, development, manufacture, sales or marketing of pharmaceutical products and except for any required filing with the United States Securities and Exchange Commission) for the performance by it of its obligations under this Agreement; 9.1.3 the execution, delivery, 12.1.4. Each Party represents and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 warrants that it has all Intellectual Property Rights necessary not been debarred or the subject of debarment proceedings by any Governmental Authority. Neither Party shall knowingly use in connection with the research, development, manufacture or commercialization to meet its obligations, if any, take place pursuant to this AgreementAgreement any employee, including consultant or investigator that has been debarred or the full right, power, and authority to grant subject of debarment proceedings by any Intellectual Property Rights contemplated hereinregulatory agency; 9.1.6 12.1.5. Each Party covenants to carry out its knowledge, its Intellectual Property provided or used activities hereunder in accordance compliance with Law; 12.1.6. Each Party covenants to not misappropriate any trade secret(s) of a Third Party in connection with the terms performance of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Propertyits activities hereunder; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner 12.1.7. Each Party represents and warrants that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated granted as of the Effective Date, and during the Term shall not grant, any Applicable Law; andright to any Third Party relating to any Licensed Amgen Patent, Licensed Amgen Trademark or Licensed Amgen Know-How (with respect to Amgen) or any Licensed Collaborator Patent, Licensed Collaborator Trademark or Licensed Collaborator Know-How (with respect to Collaborator) that conflicts with the rights granted to the other Party hereunder; 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E.12.1.8. [*]

Mutual Representations, Warranties and Covenants. Each Party representshereby represents and warrants to the other Party as of the Execution Date and the Effective Date, warrants and and, where denoted below, covenants to the other thatParty as follows: 9.1.1 it(a) It is a company or corporation duly organized, including any of its Affiliates subject to the terms of this Agreementvalidly existing, is an entity which has been duly formed and is validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction where in which it was formed; 9.1.2 it is incorporated, and has all requisite full corporate power and authority and the legal right to executeown and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, deliverincluding the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and perform constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement;. 9.1.3 the execution(d) It has all rights, deliveryauthorizations, and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever licenses necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach of, or constitute a default under (i) any other agreement to which it is a party or by which it is bound, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill meet its obligations under this Agreement;. 9.1.5 (e) In the course of the Development of Collaboration Compounds and Collaboration Compounds, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (f) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder, and there are no agreements to which it has or any of its Affiliates is a party relating to Collaboration Compounds, Collaboration Products, or Product Specific Patents that would limit the rights granted to the other Party under this Agreement. (g) Neither Party nor any of its employees or agents performing hereunder have ever been, are currently, or are the subject of a proceeding that could lead to it or such employees or agents becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual. If, during the Term, such Party, or any of its employees or agents performing hereunder, become or are the subject of a proceeding that could lead to a Person becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual, such Party shall immediately notify the other Party, and the notified Party shall have the option, at its sole discretion, to either: (1) prohibit such Person from performing work under this Agreement or (2) terminate all Intellectual Property Rights necessary work being performed or to meet its obligations, if any, be performed by the notifying Party pursuant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided . This provision shall survive termination or used in accordance with the terms expiration of this Agreement. For purposes of this provision, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it following definitions shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E.apply.

Mutual Representations, Warranties and Covenants. Each Party hereby represents, warrants and covenants to the other Party that: 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, (a) it is an a corporation or entity which has been duly formed organized and is validly existing and, to the extent applicable, in good standing under the laws of the state, province, country or other jurisdiction where it was formedof its incorporation or formation; 9.1.2 it has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement; 9.1.3 (b) the execution, delivery, delivery and performance of this Agreement: (a) Agreement by such Party has been duly authorized by all requisite corporate action and does not require any shareholder action or approval; (c) this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable according with its requisite officials, board (in the presence of board observers, wherever required)terms, and wherever necessary by that the bond holdersexecution, note holders, bankers, lenders, creditors etc.; delivery and (b) shall performance of this Agreement does not conflict withwith any agreement, result in a breach ofinstrument or understanding, oral or constitute a default under (i) any other agreement written, to which it is a party or by which it is such Party may be bound, or (ii) nor violate any Applicable Laws by which it is boundand Guidelines of any court, governmental body, Regulatory Authority or administrative or other agency having jurisdiction over it; 9.1.4 it is duly licensed, authorized, or qualified to do business and is in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on (d) such Party shall perform its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, activities pursuant to this AgreementAgreement in compliance with GLP, including GCP and GMPs, in each case as applicable under the full right, powerApplicable Laws and Guidelines of the country and the state and local government wherein such activities are conducted, and authority with respect to grant the care, handling and use in research and Development activities hereunder of any Intellectual Property Rights contemplated hereinnonhuman animals by or on behalf of such Party, shall at all times comply (and shall ensure compliance by any of its subcontractors) with all Applicable Laws and Guidelines; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (e) neither Party shall employ (or, to its actual knowledge, use any contractor or consultant that employs) any Person debarred by, or subject to a similar sanction of, a Regulatory Authority, or, to its actual knowledge, any Person which is the best subject of a debarment investigation or proceeding, or similar proceeding of, a Regulatory Authority, in the conduct of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations activities under this Agreement; 9.1.8 it shall perform its obligations , and each contractor or consultant used by a Party in connection with the conduct of Clinical Trials under this Agreement in shall be subject to a manner covenant that does not knowingly infringe, is the same or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has not violated any Applicable Lawsubstantially the same as the foregoing covenant; and 9.1.10 (f) neither Party shall, during the Term, grant any right or license to any Third Party relating to any of the intellectual property rights it has implemented appropriate measures and safeguards Controls which would conflict or interfere with any of the rights or licenses granted to comply with its obligations under Section 7 and Section 8 and Schedule E.the other Party hereunder.

Mutual Representations, Warranties and Covenants. Each Party represents, warrants and covenants to the other that all information supplied by it to the other to date is complete, truthful and accurate, and warrants that all information to be supplied by it to the other from this date forward will be complete, truthful and accurate. Each Party warrants that: 9.1.1 it, in connection with its activities with or for the other, it and its owners, directors, officers, employees and agents will comply with all laws, rules and regulations of all applicable jurisdictions, including but not limited to all anti-corruption and anti-bribery laws such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, whether or not it is subject to those laws. Each Party agrees that it will not, directly or indirectly, give, authorize, promise, offer or facilitate the giving of a bribe to any person, and will not, directly or indirectly, give, authorize, promise, offer, or facilitate the giving of any money, entertainment, hospitality, travel, employment, contract, sponsorship, political contribution, charitable contribution, or any other tangible or intangible thing of value to any person in exchange for a business advantage. Each Party represents: (i) it has all licenses or other forms of authorization necessary for it to undertake the activities contemplated by this Agreement and will provide the other Party with certified copies of such licenses or authorizations as the other Party may reasonably request from time to time; and, (ii) other than as disclosed to the other Party in writing, neither it nor any of its Affiliates subject to the terms of this Agreement, is an entity which employees or agents has been duly formed and is validly existing and, convicted of or pleaded guilty to the extent applicable, in good standing under the laws of the jurisdiction where it was formed; 9.1.2 it has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement; 9.1.3 the execution, delivery, and performance of this Agreement: (a) has been duly authorized by its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary by the bond holders, note holders, bankers, lenders, creditors etc.; and (b) shall not conflict with, result in a breach ofcriminal offense, or constitute is the subject of any government investigation for such offense. GPCM hereby acknowledges receipt of a default under (i) any other agreement to which copy of M▇▇▇▇ & McLennan Companies’ Improper Payments Policy and Code of Conduct as set forth at h▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/code.php and warrants it is a party or by which it is boundand its owners, or (ii) any Applicable Laws by which it is bound; 9.1.4 it is duly licenseddirectors, authorizedofficers, or qualified to do business employees and is agents will comply with them in good standing, to the extent applicable, in every jurisdiction in which a license, authorization, or qualification is required to own or lease assets or to transact business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant respects relevant to this Agreement, including the full right, power, and authority to grant any Intellectual Property Rights contemplated herein; 9.1.6 to its knowledge, its Intellectual Property provided or used in accordance with the terms of this Agreement, does not infringe or misappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation, arbitration, or other dispute to which it is or could become a . Each party that, if decided unfavorably to it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or constitute a known infringement or misappropriation of, any Third Party’s Intellectual Property Rights; 9.1.9 it has and shall maintain at its own expense in full force and effect during the Term an errors and omissions insurance policy providing coverage of not violated any Applicable Law; and 9.1.10 it has implemented appropriate measures less than $1 million per claim and safeguards to comply with its obligations under Section 7 and Section 8 and Schedule E.$3 million in aggregate.