Common use of REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. (a) Each party hereto hereby represents and warrants to the other party hereto that it has full power and authority to enter into this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the Subject Party shall be binding upon the successors, assigns, heirs or personal representatives of the Subject Party. (b) The Subject Party represents and covenants that, the Relevant Holder now has, or when the Relevant Series B Qualcomm Exchangeable Securities are received by the Relevant Holder, will have, and, except as contemplated by Section 2, will retain: (i) from the date hereof until and through to immediately prior to the Acquisition becoming Effective, good and marketable title to the Relevant Alphawave ExchangeCo Exchangeable Shares, free and clear of all liens, encumbrances and claims whatsoever (other than arising or as expressly permitted under the Alphawave Exchangeable Share Structure or this Agreement); and (ii) from the date of receipt of the Relevant Qualcomm Series B Exchangeable Securities until and through the Final Release Date, good and marketable title to the Relevant Qualcomm Series B Exchangeable Securities, free and clear of all liens, encumbrances and claims whatsoever (other than arising or as expressly permitted under the Qualcomm Exchangeable Share Structure or this Agreement). (c) The Subject Party understands that the Subject Party’s entry into this Agreement is a condition to the entitlement of the Subject Party and the Relevant Holder to receive from Qualcomm or any of its Subsidiaries any cash or share consideration upon the Acquisition becoming Effective, on the terms and subject to the conditions set forth in the Rule 2.7 Announcement, and that Qualcomm and Bidco are relying upon this Agreement in performing their respective obligations that are subject to such condition.