Common use of Representations and Warranties of Each Party Clause in Contracts

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: not (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; , (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; , or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 8.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 8.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 8.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: not (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; , (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; , or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Execution Date, and unless also limited to just the Execution Date, then again as of the Effective Date: 6.1.1 7.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 7.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 7.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: not (ia) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority Governmental NAI-1530421791v2 Authority to which such Party is subject; , (iib) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; , or (iiic) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a partyis otherwise bound.

Representations and Warranties of Each Party. Each Party party represents and warrants to the other Party that as of the Effective Dateparties that: 6.1.1 (a) such Party is duly organized party, if not a natural Person, has all requisite limited partnership, limited liability company or corporate authority and validly existing under the laws of the state or jurisdiction of its organization power to execute and has full corporate right, power and authority to enter into deliver this Agreement and to perform its such party’s obligations hereunder; 6.1.2 (b) the execution and delivery of this Agreement by such party and the consummation performance of the transactions contemplated hereby such party’s obligations hereunder have been duly and validly authorized by all required limited partnership, limited liability company, corporate or other action on the necessary corporate actions part of such Party. This party, including in the case of the Company, approval by the Board and all applicable committees of the Board, and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement by such party or the performance of such party’s obligations hereunder; (c) this Agreement has been duly and validly executed and delivered by such Party. This Agreement party and any other documents contemplated hereby constitute constitutes the valid and legally binding obligations obligation of such Party party, enforceable against it such party in accordance with their respective its terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 (d) the execution, execution and delivery and performance by such Party of this Agreement by such party and any other agreements and instruments contemplated the performance of such party’s obligations hereunder will not: not result in a violation in any material respect of any terms or provisions of any (i) in any respect violate any statuteorganizational document of such party, (ii) agreement to which such party is a party or by which such party may otherwise be bound or (iii) law, rule, license, regulation, judgment, order, order or decree governing or other restriction of any governmental authority to which affecting such Party is subject; (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 8.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 8.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 8.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will shall not: (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; (ii) violate any provision of the 42 *Confidential Treatment Requested. corporate charter, by-laws or other organizational documents of such Party; or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents of Achaogen and Microgenics hereby represents, warrants and covenants to the other Party that hereto as of the Effective Datefollows: 6.1.1 such Party 10.1.1 it is a corporation or other entity duly organized and validly existing under the laws of the state or other jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunderincorporation or formation; 6.1.2 10.1.2 the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have by such Party has been duly authorized by the necessary all requisite corporate actions of such Party. This Agreement has been duly executed action and does not require any shareholder action or approval; 10.1.3 no consent, approval, order or authorization of, or registration, declaration or filing with, or exemption by, any Third Party or any governmental entity is required by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of or with respect to such Party enforceable against it in accordance connection with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 the execution, delivery and performance of this Agreement; 10.1.4 this Agreement constitutes a valid and legally binding obligation of such Party, enforceable against such Party in accordance with its respective terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) the effect of rules of law governing the availability of equitable remedies; 10.1.5 the execution, delivery and performance of this Agreement do not and will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation that would result in the creation of any encumbrance upon any of the assets owned by such Party under, any material provision of this Agreement and Applicable Law, of such Party’s organizational documents or of any other agreements and instruments contemplated hereunder will not: (i) in any respect violate any statute, regulationagreement, judgment, injunction, order, decree decree, or other restriction of any governmental authority to which instrument binding on such Party is subject; (ii) violate or any provision of the corporate charter, by-laws or other organizational documents of assets owned by such Party; or (iii) constitute a and 10.1.6 it shall comply with all material violation or breach by such Party of any provision of any material contract, agreement or instrument Applicable Laws relating to which such Party is a party or to which such Party may be subject although not a partyits activities under this Agreement.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 6.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: not (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; , (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; , or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party of the Senior Agent, Junior Creditor and the Grantors represents and warrants to the other Party that parties hereto as of the Effective Datefollows: 6.1.1 such Party (a) Such party is duly organized and organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization and has full corporate right, all requisite power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder;. 6.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. (b) This Agreement has been duly executed and delivered by such Party. This Agreement party and, assuming the due authorization, execution and any delivery by the other documents contemplated hereby constitute parties hereto, constitutes a legal, valid and legally binding obligations obligation of such Party party, enforceable against it in accordance with their respective its terms, except to the extent that enforcement of the rights and remedies created thereby is subject to as such enforceability against such party may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general application affecting applicability governing the rights availability of equitable remedies, including principles of commercial reasonableness, good faith and remedies fair dealing (regardless of creditors; andwhether such enforceability is considered in a proceeding in equity or at law). 6.1.3 the (c) The execution, delivery and performance by such Party party of this Agreement and any other agreements and instruments contemplated hereunder will not: (i) in do not require any respect consent or approval of, registration or filing with or any other action by any governmental authority and (ii) will not violate any provision of law, statute, rule or regulation, judgment, order, decree or of the certificate or articles of incorporation or other restriction constitutive documents or by-laws of such party or any order of any governmental authority to which such Party is subject; (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; or (iii) constitute a material violation or breach by such Party of any provision of any material contractindenture, agreement or other instrument to which binding upon such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; andand [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 6.1.3 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: not (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; , (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; , or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party.

Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that as of the Effective Date: 6.1.1 7.1.1 such Party is duly organized and validly existing under the laws of the state or jurisdiction of its organization and has full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; 6.1.2 7.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This ; 7.1.3 this Agreement has been duly executed by such Party. This ; 7.1.4 this Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws Applicable Law of general application affecting the rights and remedies of creditors; and 6.1.3 7.1.5 the execution, delivery and performance by such Party of this Agreement and any other agreements and instruments contemplated hereunder will not: not (i) in any respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject; , (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party; , or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a partysubject.