Common use of Both Parties Clause in Contracts

Both Parties. Each party represents and warrants to the other party that: 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 the full legal right, power and authority to execute, deliver, and perform this Agreement; 14.1.3 to its 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 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 this Agreement by the party have been duly authorized 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 which 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 delivered by the party and constitutes a legal, valid, and binding obligation of the party, enforceable against the party in accordance with its terms.

Both Parties. Each party represents 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 Party that: 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 : (i) it has the full legal all requisite right, power and authority to execute, deliver, enter into the Agreement on behalf of itself and perform this Agreement; 14.1.3 to its knowledge, no litigation or governmental, regulatory, or administrative agency investigation or proceeding is pending or threatened against it that might adversely affect its ability Affiliates and to perform this Agreement;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. 14.1.4 (b) Each Party represents, warrants and covenants to the signing other Party that the execution and delivery of this the Agreement by the person signing for the party and the performance of this such Party’s and any agreement relating to this Agreement by the party have been duly authorized by all necessary action of its board of directors and Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (aii) any lawdo not, orderand will not, writconflict with or otherwise interfere with in such a manner as to result in a violation, injunction, decree, rulebreach, or regulation default under or require any consent that has not been obtained under any Contract between such Party or any of its Affiliates and any courtThird Party; and (iii) there are no, administrative agencyand shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other Contracts that would prevent or impair such Party’s or any other governmental authority, (b) any agreement to which it is a party or by which it is otherwise bound, or of its Affiliates’ full and complete exercise of the terms and conditions of the Agreement. (c) any provision of its certificate of incorporation or bylawsEach Party hereby represents, warrants 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 covenants to the entering into other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or performing this pertaining to their obligations under the Agreement; and 14.1.6 this Agreement has been authorized, executed, and delivered by the party and constitutes a legal, valid, and binding obligation of the party, enforceable against the party in accordance with its terms.

Both Parties. Each party Party hereby represents and warrants to the other party thatthat as of the date of execution of this Agreement: 14.1.1 it (A) Such Party is a duly organized, validly existing and in good standing in each under the laws of its jurisdiction where necessary of organization and is duly qualified to perform this Agreement; 14.1.2 it do business under the laws of the State of Texas and has the full legal right, requisite power and authority to execute, deliver, own its properties and to carry on its business as now being conducted; (B) Such Party has full power and authority to enter this Agreement and perform this Agreement; 14.1.3 to its knowledgeobligations hereunder. The execution, 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 this Agreement; 14.1.4 the signing delivery and delivery performance of this Agreement by the person signing for the party and the performance of this and any agreement relating to this Agreement by the party have been duly authorized by all necessary action of its board of directors and do not and will not contravene its organizational documents or conflict with (a) any lawwith, order, writ, injunction, decree, ruleresult in a breach of, or regulation entitle any party (with due notice or lapse of any courttime or both) to terminate, administrative agency, accelerate or any other governmental authority, (b) declare a default under any agreement or instrument to which it such Party is a party or by which it such Party is otherwise bound. The execution, or (c) any provision delivery and performance by such Party of its certificate of incorporation or bylaws, and does this Agreement will not result in any breach 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, constitute a default under or result 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 creation 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 lien, charge, security interest, party to any contract to which such Party is a party or other encumbrance upon the Products; 14.1.5 no approval, consent, or withholding of objection by which such Party is bound is required from any governmental authority or any other party with respect to for the entering into or performing execution, delivery and performance by such Party of this Agreement; and 14.1.6 (D) There is no action, suit, grievance, arbitration or proceeding pending or, to the knowledge of such Party, threatened against or affecting such Party at law or in equity before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency or instrumentality which prohibits or impairs its ability to execute and deliver this Agreement has been authorized, executed, and delivered by the party and constitutes a legal, valid, and binding obligation or to perform any of the partyobligations contemplated hereby. Such Party has not received written notice of any such pending or threatened investigation, enforceable against the party in accordance with its termsinquiry or review by any Governmental Authority.

Both Parties. Each party represents of the Parties provides the following representations, warranties and covenants during the Term of this Agreement: (a) Each Party hereby represents, warrants and covenants to the other party Party that: 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 : (i) it has the full legal all requisite right, power and authority to execute, deliver, enter into this Agreement on behalf of itself and perform this Agreement; 14.1.3 to its knowledge, no litigation or governmental, regulatory, or administrative agency investigation or proceeding is pending or threatened against it that might adversely affect its ability Affiliates and to perform its and their respective obligations hereunder; (ii) the execution, delivery and performance by such Party of this Agreement;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, this Agreement constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its respective terms. 14.1.4 (b) Each Party represents, warrants and covenants to the signing other Party that the execution and delivery of this Agreement by the person signing for the party and the performance of this such Party’s and any agreement relating to this Agreement by the party have been duly authorized by all necessary action of its board of directors and Affiliates’ obligations hereunder: (i) do not conflict with or violate any requirement of applicable Law as of the Effective Date; (aii) any lawdo not, orderand will not, writconflict with or otherwise interfere with in such a manner as to result in a violation, injunction, decree, rulebreach, or regulation default under or require any consent that has not been obtained under any contract between such Party or any of its Affiliates and any courtThird Party; and (iii) there are no, administrative agencyand shall be no, liens, conveyances, mortgages, assignments, encumbrances, or other contracts that would prevent or impair such Party’s or any other governmental authority, (b) any agreement to which it is a party or by which it is otherwise bound, or of its Affiliates’ full and complete exercise of the terms and conditions of this Agreement. (c) any provision of its certificate of incorporation or bylawsEach Party hereby represents, warrants 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 covenants to the entering into other Party that it and its Affiliates shall at all times comply with all applicable Laws relating or performing pertaining to their obligations under this Agreement; and 14.1.6 this Agreement has been authorized, executed, and delivered by the party and constitutes a legal, valid, and binding obligation of the party, enforceable against the party in accordance with its terms.