Representations and Covenants. The representations and warranties of each Shareholder and the Company contained in this Agreement shall be true in all material respects (except for representations and warranties qualified by materiality or Material Adverse Effect which must be true in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Such Shareholder and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by such Shareholder and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects (except for representations and warranties qualified by materiality or Material Adverse Effect which must be true in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Representations and Covenants. Tenant represents, warrants and covenants that # Tenant is, and at all times during the Term and Extended Term will remain, duly organized, validly existing and in good standing under the Laws of the state of its formation and qualified to do business in the state of California; # neither Tenant’s execution of nor its performance under this Lease will cause Tenant to be in violation of any agreement or Law; # Tenant (and any guarantor hereof) has not, and at no time during the Term or Extended Term will have, # made a general assignment for the benefit of creditors, # filed a voluntary petition in bankruptcy or suffered the filing of an involuntary petition by creditors (in the later case which is not dismissed within 30 days), # suffered the appointment of a receiver to take possession of all or substantially all of its assets (which is not dismissed within 30 days), # suffered the attachment or other judicial seizure of all or substantially all of its assets (which is not dismissed within 30 days), # admitted in writing its inability to pay its debts as they come due, or # made an offer of settlement, extension or composition to its creditors generally; and # each party that (other than through the passive ownership of interests traded on a recognized securities exchange) constitutes, owns, controls, or is owned or controlled by Tenant, any guarantor hereof or any subtenant of Tenant is not, and at no time during the Term or Extended Term will be, # in violation of any Laws relating to terrorism or money laundering, or # among the parties identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list.

Representations and Covenants. The Borrower warrants and represents that: # Borrower has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Stock and the same is free from all encumbrances and rights of setoff of any kind; and # the Borrower will defend, at the Borrower’s expense, the Stock against all claims and demands of all persons at any time claiming the same or any interest therein.

Representations and Warranties; Covenants. (a) Each Subsidiary Guarantor hereby represents and warrants that # the Baseline Conditions relating to it are satisfied in all material respects on and as of the date hereof; and # it is a Wholly Owned Subsidiary; provided that each reference in any representation and warranty to any Borrower’s knowledge shall, for the purposes of this paragraph (a), be deemed to be a reference to such Subsidiary Guarantor’s knowledge.

Covenants; Representations and Warranties. The covenants and representations and warranties of [[Regional Management:Organization]], as Servicer, shall apply to Computershare as Successor Servicer but shall be deemed modified to the extent necessary to apply to Computershare; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Computershare and the Administrative Agent, as contemplated by [Section 7.16(f)].

Covenants; Representations and Warranties. The covenants and representations and warranties of [[Regional Management:Organization]], as Servicer, shall apply to Wells Fargo Bank as Successor Servicer but shall be deemed modified to the extent necessary to apply to Wells Fargo Bank; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Wells Fargo Bank and the Administrative Agent, as contemplated by [Section 7.16(f)].

Representations and Covenants. Tenant represents, warrants and covenants that # Tenant is, and at all times during the Term will remain, duly organized, validly existing and in good standing under the Laws of the state of its formation and qualified to do business in the state of California; # neither Tenant’s execution of nor its performance under this Lease will cause Tenant to be in violation of any agreement or Law; # Tenant (and any guarantor hereof) has Lease Form_FSG Office_California (YR21) not, and at no time during the Term will have, # made a general assignment for the benefit of creditors, # filed a voluntary petition in bankruptcy, # suffered # the filing by creditors of an involuntary petition in bankruptcy that is not dismissed within 30 days, # the appointment of a receiver to take possession of all or substantially all of its assets, or # the attachment or other judicial seizure of all or substantially all of its assets, # admitted in writing its inability to pay its debts as they come due, or # made an offer of settlement, extension or composition to its creditors generally; and # no party that (other than through the passive ownership of interests traded on a recognized securities exchange) constitutes, owns, controls, or is owned or controlled by Tenant, any guarantor hereof or any subtenant of Tenant is, or at any time during the Term will be, # in violation of any Laws relating to terrorism or money laundering, or # among the parties identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list.

Consultant represents, warrants and covenants that Consultant # has disclosed to Avidity any potential conflict of interest in connection with the provision of Consulting Services hereunder; # is not under any existing obligation that is inconsistent with this Agreement or would restrict or conflict with the performance of Consultant’s obligations hereunder; # shall promptly disclose to Avidity any such conflict that may arise during the term of this Agreement; and # shall not take any action or fail to take any action with respect to any existing agreement (whether written, oral or otherwise) or any agreement (whether written, oral or otherwise) entered into during the Term that would create a conflict or otherwise impede the ability to fully perform the Consulting Services or any other obligations of Consultant under this Agreement. In the event that any conflict of interest arises, Avidity, as it deems necessary, shall have the right to terminate this Agreement and/or require Consultant to refrain from performing any portion of the Consulting Services related to the conflict of interest. Nothing in this Section shall be construed so as to relieve Consultant of any of his or her obligations under this Agreement.

Covenants; Representations and Warranties. The covenants and representations and warranties of [[Regional Management:Organization]], as Servicer, shall apply to Wells Fargo Bank as Successor Servicer but shall be deemed modified to the extent necessary to apply to Wells Fargo Bank; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Wells Fargo Bank and the Administrative Agent, as contemplated by [Section 7.16(f)].