Common use of Legal and Corporate Authority Clause in Contracts

Legal and Corporate Authority. ACS represents and warrants to Symetra that: (a) it is a Nevada corporation and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; (b) it has all necessary rights, powers and authority to enter into and perform this Agreement and to bind its organization with respect to the same, and the execution, delivery, and performance of this Agreement by ACS have been duly authorized by all necessary corporate action; (c) the execution and performance of this Agreement by ACS shall not violate any law, statute or regulation and shall not breach any agreement, covenant, court order, judgment or decree to which ACS is a party or by which it is bound; (d) it has, and promises that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services contemplated by this Agreement; (e) it owns or leases and promises that it shall own or lease, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of ACS’ lenders, all right, title, and interest in and to the tangible property and technology and the like that ACS intends to use or uses to provide the Services, and in and to the related patent, copyright, trademark, and other proprietary rights, or has received appropriate licenses, leases or other rights from Third Parties to permit such use; and (f) this Agreement constitutes a valid, binding, and enforceable obligation of ACS.

Legal and Corporate Authority. ACS represents and warrants to Symetra that: (a) it is a Nevada Delaware corporation and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; (b) it has all necessary rights, powers and authority to enter into and perform this Agreement and to bind its organization with respect to the same, and the execution, delivery, and performance of this Agreement by ACS have been duly authorized by all necessary corporate action; (c) the execution and performance of this Agreement by ACS shall not violate any law, statute or regulation and shall not breach any agreement, covenant, court order, judgment or decree to which ACS is a party or by which it is bound; (d) it has, and promises that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services contemplated by this Agreement; (e) it owns or leases and promises that it shall own or lease, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of ACS’ lenders, all right, title, and interest in and to the tangible property and technology and the like that ACS intends to use or uses to provide the Services, and in and to the related patent, copyright, trademark, and other proprietary rights, or has received appropriate licenses, leases or other rights from Third Parties to permit such use; and (f) this Agreement constitutes a valid, binding, and enforceable obligation of ACS.

Legal and Corporate Authority. ACS Provider represents and warrants to Symetra Service Recipient that: (a) it is a Nevada corporation has legal capacity, and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualificationqualification or registration; (b) it has all necessary rights, powers powers, and authority to enter into and perform this Agreement and to bind its organization organisation with respect to the same, and the execution, delivery, and performance of this Agreement by ACS Provider have been duly authorized authorised by all necessary corporate action; (c) the execution and performance of its obligations in terms of this Agreement by ACS does not and shall not violate contravene any law, statute or regulation Applicable Laws and shall not breach any agreement, covenant, court order, judgment or decree ruling to which ACS Provider is a party or by which it is boundbound nor contravene any provision of Provider's constitutional documents; (d) nor conflict with, nor constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; it has, and promises undertakes that it shall maintain in effect, all governmental licenses necessary licences, certificates, permits, authorisations and permits consents required under the laws of the Republic of South Africa or under any other applicable jurisdiction necessary for it to provide the Services contemplated by this Agreement; (e) it owns or leases and promises undertakes that it shall own or lease, (free and clear of all liens and encumbrances, other than lessors’ interests, ) or security interests of ACS’ lenders, lease all right, title, and interest in and to the tangible property and technology and the like that ACS Provider intends to use or uses to provide the Services, and in and to the related patent, copyright, trademarkIntellectual Property, and other proprietary rights, or has received appropriate licenses, leases or other rights from Third Parties to permit such use; and (f) this Agreement constitutes a valid, binding, and enforceable obligation of ACSProvider.