Provision Language
17. Authority
Each of the parties covenants, represents and warrants that it had all authority necessary to execute this Letter Agreement and that, on execution, this Letter Agreement will be fully binding and enforceable in accordance with its terms, and that no other consents or approvals of any other person or third parties (including, with regard to the Company, Hercules Technology Growth Capital, Inc.) are required or necessary for this Letter Agreement to be so binding.
Except for the Company’s non-compete covenant in Section 7.6(a) of the IOWH Agreement, the execution, delivery and performance by the Company of this Letter Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (a) conflict with or violate any provisions of the Company’s certificate of incorporation or bylaws or otherwise result in a violation of the organizational documents of the Company, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under any Material Contract, or (c) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject, or by which any property or asset of the Company is bound or affected, except in the case of clause (c)such as would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company or its business.
EXCEPT AS EXPRESSLY SET FORTH IN THIS LETTER AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR SAFETY, AND ANY WARRANTY AS TOTHE NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS THROUGH THE PRACTICE OF ANY INTELLECTUAL PROPERTY LICENSED HEREUNDER.