Common use of Both Parties Clause in Contracts

Both Parties. Each of the Parties provides the following representations, warranties and covenants during the Term of this Agreement for this Agreement, including the Co-Promotion Agreement (collectively, “the Agreement” for the purposes of this Section 11.1): (a) Each Party hereby represents, warrants and covenants to the other Party that: (i) it has all requisite right, power and authority to enter into the Agreement on behalf of itself and its Affiliates and to perform its respective obligations hereunder and to cause its Affiliates to perform their respective obligations hereunder; (ii) the execution, delivery and performance by such Party of the Agreement has been duly authorized and approved by all necessary action by such Party; and (iii) assuming due authorization, execution and delivery by the other Party, the Agreement constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its respective terms. (b) Each Party represents, warrants and covenants to the other Party that the execution and delivery of the Agreement and the performance of such Party’s and its Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (ii) do not, and will not, conflict with or otherwise interfere with in such a manner as to result in a violation, breach, or default under or require any consent that has not been obtained under any Contract between such Party or any of its Affiliates and any Third Party; and (iii) there are no, and shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other Contracts that would prevent or impair such Party’s or any of its Affiliates’ full and complete exercise of the terms and conditions of the Agreement. (c) Each Party hereby represents, warrants and covenants to the other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or pertaining to their obligations under the Agreement.

Both Parties. Each of the Parties provides the following representations, warranties party represents and covenants during the Term of this Agreement for this Agreement, including the Co-Promotion Agreement (collectively, “the Agreement” for the purposes of this Section 11.1): (a) Each Party hereby represents, warrants and covenants to the other Party party that: (i) : 14.1.1 it is a duly organized, validly existing and in good standing in each jurisdiction where necessary to perform this Agreement; 14.1.2 it has all requisite the full legal right, power and authority to enter into the Agreement on behalf of itself execute, deliver, and perform this Agreement; 14.1.3 to its Affiliates and knowledge, no litigation or governmental, regulatory, or administrative agency investigation or proceeding is pending or threatened against it that might adversely affect its ability to perform its respective obligations hereunder this Agreement; 14.1.4 the signing and delivery of this Agreement by the person signing for the party and the performance of this and any agreement relating to cause its Affiliates to perform their respective obligations hereunder; (ii) this Agreement by the execution, delivery and performance by such Party of the Agreement has party have been duly authorized and approved by all necessary action of its board of directors and do not conflict with (a) any law, order, writ, injunction, decree, rule, or regulation of any court, administrative agency, or any other governmental authority, (b) any agreement to which it is a party or by such Partywhich it is otherwise bound, or (c) any provision of its certificate of incorporation or bylaws, and does not result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest, or other encumbrance upon the Products; 14.1.5 no approval, consent, or withholding of objection is required from any governmental authority or any other party with respect to the entering into or performing this Agreement; and 14.1.6 this Agreement has been authorized, executed, and (iii) assuming due authorization, execution and delivery delivered by the other Party, the Agreement party and constitutes the a legal, valid valid, and binding obligations obligation of such Partythe party, enforceable against such Party the party in accordance with its respective terms. (b) Each Party represents, warrants and covenants to the other Party that the execution and delivery of the Agreement and the performance of such Party’s and its Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (ii) do not, and will not, conflict with or otherwise interfere with in such a manner as to result in a violation, breach, or default under or require any consent that has not been obtained under any Contract between such Party or any of its Affiliates and any Third Party; and (iii) there are no, and shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other Contracts that would prevent or impair such Party’s or any of its Affiliates’ full and complete exercise of the terms and conditions of the Agreement. (c) Each Party hereby represents, warrants and covenants to the other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or pertaining to their obligations under the Agreement.

Both Parties. Each of the Parties provides the following representations, warranties and covenants during the Term of this Agreement for this Agreement, including the Co-Promotion Agreement (collectively, “the Agreement” for the purposes of this Section 11.1):: (a) Each Party hereby represents, warrants and covenants to the other Party that: (i) it has all requisite right, power and authority to enter into the this Agreement on behalf of itself and its Affiliates and to perform its respective obligations hereunder and to cause its Affiliates to perform their respective obligations hereunder; (ii) the execution, delivery and performance by such Party of the this Agreement has been duly authorized and approved by all necessary action by such Party; and (iii) assuming due authorization, execution and delivery by the other Party, the this Agreement constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its respective terms. (b) Each Party represents, warrants and covenants to the other Party that the execution and delivery of the this Agreement and the performance of such Party’s and its Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (ii) do not, and will not, conflict with or otherwise interfere with in such a manner as to result in a violation, breach, or default under or require any consent that has not been obtained under any Contract contract between such Party or any of its Affiliates and any Third Party; and (iii) there are no, and shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other Contracts contracts that would prevent or impair such Party’s or any of its Affiliates’ full and complete exercise of the terms and conditions of the this Agreement. (c) Each Party hereby represents, warrants and covenants to the other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or pertaining to their obligations under the this Agreement.

Both Parties. Each of the Parties provides the following representations, warranties and covenants during the Term of this Agreement for this Agreement, including the Co-Promotion Agreement (collectively, “the Agreement” for the purposes of this Section 11.1): (a) Each Party hereby represents, represents and warrants and covenants to the other that as of the date of execution of this Agreement: (A) Such Party that: is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to do business under the laws of the State of Texas and has the requisite power and authority to own its properties and to carry on its business as now being conducted; (iB) it Such Party has all requisite right, full power and authority to enter into the this Agreement on behalf of itself and its Affiliates and to perform its respective obligations hereunder and to cause its Affiliates to perform their respective obligations hereunder; . The execution, delivery and performance of this Agreement have been duly authorized and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle any party (iiwith due notice or lapse of time or both) to terminate, accelerate or declare a default under any agreement or instrument to which such Party is a party or by which such Party is bound. The execution, delivery and performance by such Party of this Agreement will not result in any violation by such Party of any Applicable Legal Requirement applicable to such Party. Such Party is not a party to, nor subject to, or bound by, any judgment, injunction or decree of any court or other Governmental Authority which may restrict or interfere with the performance of this Agreement by it. This Agreement is such Party’s valid and binding obligation, enforceable against such Party in accordance with its terms, except as such enforcement may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, or (2) general principles of equity; (C) All consents, waivers, orders, approvals, authorizations, permits or orders of, or registrations, qualifications or filings with, any court or other governmental agency or authority required for the execution, and delivery by such Party of this Agreement have been obtained by such Party and are in full force and effect, and all such consents, waivers, orders, approvals, authorizations, permits, orders, registrations, qualifications and filings required for the performance by such Party of the obligations contemplated hereby have been or will be acquired by such Party prior to the time at which its performance of such obligations is due. No consent or waiver of any party to any contract to which such Party is a party or by which such Party is bound is required for the execution, delivery and performance by such Party of this Agreement; and (D) There is no action, suit, grievance, arbitration or proceeding pending or, to the Agreement has been duly authorized and approved by all necessary action by such Party; and (iii) assuming due authorization, execution and delivery by the other Party, the Agreement constitutes the legal, valid and binding obligations knowledge of such Party, enforceable threatened against or affecting such Party at law or in accordance with equity before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency or instrumentality which prohibits or impairs its respective terms. (b) Each Party represents, warrants ability to execute and covenants deliver this Agreement or to the other Party that the execution and delivery perform any of the Agreement and the performance of such Party’s and its Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (ii) do not, and will not, conflict with or otherwise interfere with in such a manner as to result in a violation, breach, or default under or require any consent that contemplated hereby. Such Party has not been obtained under received written notice of any Contract between such Party pending or threatened investigation, inquiry or review by any of its Affiliates and any Third Party; and (iii) there are no, and shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other Contracts that would prevent or impair such Party’s or any of its Affiliates’ full and complete exercise of the terms and conditions of the AgreementGovernmental Authority. (c) Each Party hereby represents, warrants and covenants to the other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or pertaining to their obligations under the Agreement.