Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ia) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; party, (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iiic) this Agreement constitutes its the legal, valid and binding obligations obligation of such Party when executed and may delivered and (d) any and all activities it undertakes in connection with this Agreement shall be enforced against itperformed in compliance with all applicable laws, rules and regulations.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: that (i) it is a corporation lawfully incorporated has the full corporate right, power and validly existing pursuant authority to enter into the laws of Agreement and to perform its place of incorporationobligations thereunder; (ii) the Agreement has been duly executed and delivered by such Party and constitutes the valid and binding agreement of such Party, enforceable against such Party in accordance with its terms; (iii) it has all requisite power no agreement nor any other obligation to any third party that would in any way interfere, hamper, or limit is ability to carry out and authority, corporate or otherwise, to execute, deliver and perform fulfill its obligations under this the Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite power and authority, corporate or otherwise, authority to execute, deliver execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreement, and its performance under this Agreementit, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (iiic) this the Agreement constitutes its legal, a valid and binding obligations and may be enforced agreement enforceable against itit in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: Party that (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it has all requisite corporate power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreement; , (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iii) this Agreement constitutes is legally binding and enforceable on such Party in accordance with its legal, valid terms and binding obligations and may be enforced against it(iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Party.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: that (i) it is a corporation lawfully incorporated has full corporate or other authority to enter into this Agreement and validly existing pursuant to the laws of perform its place of incorporation; obligations hereunder and (ii) it has all requisite power when executed and authoritydelivered by such party, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iii) this Agreement constitutes its will constitute the legal, valid and binding obligations and may be enforced obligation of such party, enforceable against itsuch party in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: that it (i) it is a corporation lawfully incorporated will comply with all laws, rules, and validly existing pursuant regulations applicable to the laws exercise of its place rights and performance of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iiiii) has validly entered into this Agreement constitutes its legal, valid and binding obligations and may be enforced against itAgreement.

Mutual Representations and Warranties. Each Party party represents and warrants to the other party that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite necessary right, power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under here under; (b) the execution and delivery of this Agreement, and the performance of its obligations here under, do not conflict with and will not result in a breach of any other agreement to which it is a party or by which its assets are bound; and (iiic) this Agreement constitutes its legal, the legally valid and binding obligations and obligation of such party enforceable against it in accordance with its terms, except as such enforcement may be enforced against itlimited by applicable law.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party that: (ia) it is a corporation lawfully incorporated and validly existing pursuant to such party has the laws of its place of incorporation; (ii) it has all requisite full power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreementhereunder, without the need for any consents, approvals or immunities not yet obtained; and (iiib) such party’s execution of and performance under this Agreement constitutes its legal, valid and binding obligations and may be enforced against itshall not breach any oral or written agreement with any third party or any obligation owed by such party to any third party to keep any information or materials in confidence or in trust.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite power and authority, corporate or otherwise, authority to execute, deliver execute and enter into the Agreement and perform its obligations under this Agreementtherein and hereunder, and that the Agreement is a valid and binding agreement by such party; and (iiib) this Agreement constitutes the execution of the Agreement, and its legalperformance under it, valid and binding obligations and may be enforced against itwill not constitute a breach or default of, or otherwise violate, any agreement to which it is a party, or violate any right of any third party arising therefrom.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ia) it has the power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the other Party the rights granted to such other Party under this Agreement; (b) it has obtained all necessary corporate approvals to enter into and execute this Agreement; and (c) it is not presently a corporation lawfully incorporated and validly existing pursuant to party to, nor will it enter into or assume during the laws Term of its place this Agreement, any contract or other obligation with a Third Party that would in any way limit the performance of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other that: Party that (i) it is a corporation lawfully incorporated has the requisite authority and validly existing pursuant to the laws of its place of incorporation; (ii) it power, and has taken, or will take, all requisite power and authority, corporate or otherwiseactions, to execute, deliver execute and perform its obligations under this Agreement; , (ii) this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, and (iii) this Agreement constitutes does not conflict with or violate any other agreement or undertaking to which such Party is a party or by which it or its legal, valid and binding obligations and may be enforced against itassets is otherwise bound.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants to the other covenants that: (i) it has the right to enter this Agreement, is a corporation lawfully incorporated duly organized, validly existing, and validly existing pursuant to in good standing under the laws of the jurisdiction of its place of incorporation; (ii) it has all requisite the corporate power and authority, corporate or otherwise, authority to execute, execute and deliver this Agreement and to perform its obligations under hereunder; (iii) it has by all necessary corporate action duly and validly authorized the execution and delivery of this AgreementAgreement and the performance of its obligations hereunder; and (iiiiv) this Agreement constitutes its legal, is the valid and legally binding obligations and may be enforced against itobligation of each Party in accordance with its terms.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants covenants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite necessary right, power and authority, corporate or otherwise, ability to execute, deliver execute this Agreement and to perform its obligations under herein; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (iiic) this Agreement constitutes its a legal, valid and binding obligation, enforceable against it in accordance with its terms and; (d) the Party’s performance of its obligations and may be enforced against itunder this Agreement do not violate any applicable laws or breach any other agreement to which such Party is bound.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it has all requisite corporate power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreement; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized; (iii) this Agreement constitutes is legally binding and enforceable on each Party in accordance with its legalterms; and (iv) the performance of this Agreement by it does not create a breach or default under or conflict with any other agreement or obligation to which it is a Party, valid and binding obligations and may be enforced against itor violate any applicable law, order, rule or regulation.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite power and authority, corporate or otherwise, authority to execute, deliver execute and enter into the Agreement and perform its obligations under this Agreementtherein and hereunder and that the Agreement is a valid and binding agreement by such Party; and (iiib) this Agreement constitutes the execution of the Agreement, and its legalperformance under it, valid and binding obligations and may be enforced against itwill not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom.

Mutual Representations and Warranties. A. Each Party party represents and warrants to the other that: party that (i1) it is a corporation lawfully incorporated validly existing, in good standing, and validly existing pursuant is qualified to do business in each jurisdiction where it will conduct business under this Agreement; (2) the signing, delivery and performance of this Agreement by the party has been properly authorized; and (3) no claims, actions or proceedings are pending or, to the laws knowledge of its place of incorporation; (ii) it has all requisite power and authoritythe party, corporate threatened against or otherwiseaffecting the party that may, if adversely determined, reasonably be expected to execute, deliver and have a material adverse effect on the party’s ability to perform its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: Party that (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it has all requisite corporate power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreement; , (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iii) this Agreement constitutes is legally binding and enforceable on each Party in accordance with its legalterms, valid and binding obligations and may be enforced against it(iv) the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a Party.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated company duly formed, validly existing, and validly existing pursuant to in good standing under the laws of the jurisdiction of its place of incorporationformation; (ii) it has all requisite power the full right, power, and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its respective obligations under this Agreementhereunder; and (iii) it will not be in violation of any terms and conditions of any agreement with any other individual or entity by agreeing to the terms and conditions of this Agreement constitutes and performing its legal, valid and binding respective obligations and may be enforced against ithereunder.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants to the other covenants that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite the full power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreementhereunder, without the need for any consents, approvals or immunities not yet obtained; and (iiib) its acceptance of and performance under this Agreement constitutes its legal, valid and binding obligations and may be enforced against itshall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ia) it has the power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the other Party the rights granted to such other Party under this Agreement, (b) it has obtained all necessary corporate approvals to enter into and execute this Agreement, and (c) it is not presently a corporation lawfully incorporated and validly existing pursuant to party to, nor will it enter into or assume during the laws Term of its place this Agreement, any contract or other obligation with a Third Party that would in any way limit the performance of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite the full corporate right, power and authority, corporate or otherwise, authority to execute, deliver enter into the Standard Terms and to perform its obligations under this Agreementhereunder; and (iiib) this Agreement constitutes the execution of the Standard Terms by such party, and the performance by such party of its legal, valid and binding obligations and may be enforced against itduties hereunder, do not and will not violate any agreement to which such party is bound or any obligation of such party.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: that (ia) it is a corporation lawfully incorporated and duly organized, validly existing pursuant to and in good standing under the laws of the jurisdiction of its place of incorporation; (ii) it organization and has all requisite the necessary power and authority, corporate or otherwise, authority to execute, deliver enter into and perform its obligations under this Agreement; and , (iiib) this Agreement constitutes has been duly authorized, executed and delivered by it and (c) its legalexecution and delivery of this Agreement, valid and binding the performance of its obligations and may be enforced against ithereunder, will not conflict with or result in a violation, breach or default of any other agreement to'which it is a party or by which it is bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other that: (ia) it is a corporation lawfully incorporated this Agreement has been duly and validly existing pursuant to the laws of executed and delivered by such Party and constitutes a legal and binding obligation enforceable against such Party in accordance with its place of incorporationterms; (iib) it such Party has all requisite necessary power and authority, corporate or otherwise, authority to execute, deliver execute and perform its obligations under in accordance with this Agreement; and (iiic) such Party’s execution, delivery and performance of this Agreement constitutes will not conflict with or violate any agreement or other obligation applicable to such Party or binding upon its legal, valid and binding obligations and may be enforced against itassets.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) that it has all requisite power power, authority and authorityapprovals to enter into, corporate or otherwise, execute and deliver this Agreement and to execute, deliver and perform fully its obligations under this Agreement; , and (iii) its entering into this Agreement constitutes its legaland performance of this Agreement will not conflict with, valid and binding obligations and may be enforced against itor result in the breach of, any express or implied obligation or duty (contractual or otherwise) that it now or in the future owes to any other person.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party that: (i) it is a corporation lawfully incorporated and duly organized, validly existing pursuant to and in good standing under the laws of the state or other jurisdiction of its place of incorporationorganization and has necessary power and authority to enter into these Terms; (ii) it has all requisite power entering into these Terms, exercising its rights hereunder and authority, corporate or otherwise, to execute, deliver and perform performing its obligations under this Agreementhereunder do not and will not violate any applicable law or other agreement to which it is a party; and (iii) this Agreement constitutes its legalthese Terms constitute a binding obligation of it, valid and binding obligations and may be enforced against itenforceable in accordance with their terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (ia) it has the full right and authority to enter into this Agreement and to perform all of its obligations set forth herein; (b) it is a corporation lawfully incorporated and duly organized, validly existing pursuant to and in good standing under the laws of the jurisdiction of its place of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreementorganization; and (iiic) the execution, delivery and performance of this Agreement constitutes does not and will not conflict with or violate its legal, valid and binding obligations and may be enforced against itorganizational documents or the terms of any agreement with another party.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it has all requisite that they have full power and authority, corporate or otherwiseauthority to execute and deliver this Agreement and to grant the licenses contemplated in this Agreement, to execute, deliver and perform its obligations under this Agreement; , and (iii) to consummate the transactions contemplated by this Agreement constitutes its legaland the transactions contemplated by this Agreement will not violate any applicable law, valid rule or regulation and binding obligations and may be enforced against itwill not conflict with, or result in a breach of. any of the terms of. or constitute a default under. any agreement to which Licensor is a party or by which it is bound.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: Party that (ia) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and maintain all licenses, permits and certifications required for such Party in connection with the performance of such Services; (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreementparty; and (iiic) this Agreement constitutes its a legal, valid and binding obligations and may be enforced against itobligation when signed by both Parties.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: (i) it is a corporation lawfully incorporated has the full right, power and validly existing pursuant authority to enter into this Agreement, grant the laws of licenses set forth herein and to discharge its place of incorporationobligations hereunder; and (ii) it has all requisite power the execution and authority, corporate or otherwise, to execute, deliver delivery of this Agreement and perform the performance of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is or will be otherwise bound (iiii) Each Party will comply with all laws, rules and regulations applicable to the execution of their respective obligations and responsibilities under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party represents party hereby represents, warrants, and warrants to the other covenants that: (i) it is a corporation lawfully incorporated and validly existing pursuant has full authority to enter into the laws of its place of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iiiii) this the Agreement constitutes its legal, shall constitute a valid and binding obligations and may be enforced against itobligation on such party, enforceable in accordance with the terms of each.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: that (i) it is a corporation lawfully incorporated has full corporate authority to enter into this Agreement and validly existing pursuant to the laws of perform its place of incorporation; obligations hereunder and (ii) it has all requisite power when executed and authoritydelivered by such party, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iii) this Agreement constitutes its will constitute the legal, valid and binding obligations and may be enforced obligation of such party, enforceable against itsuch party in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: that (ia) it is a corporation lawfully incorporated and duly organized, validly existing pursuant to and in good standing under the laws of the jurisdiction of its place of incorporation; (ii) it organization and has all requisite the necessary power and authority, corporate or otherwise, authority to execute, deliver enter into and perform its obligations under this Agreement; and , (iiib) this Agreement constitutes has been duly authorized, executed and delivered by it and (c) its legalexecution and delivery of this Agreement, valid and binding the performance of its obligations and may be enforced against ithereunder, will not conflict with or result in a violation, breach or default of any other agreement to which it is a party or by which it is bound.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) that it has all requisite the power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreement; and (iii) hereunder, that this Agreement constitutes is binding on and enforceable against the parties in accordance with its legalterms, valid and binding that compliance by each party with its obligations and may be enforced against ithereunder shall not conflict with or result in a breach of any agreement to which such party is a party or is otherwise bound.

Mutual Representations and Warranties. Each Party represents party represents, warrants, and warrants to the other covenants that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite full power and authority, corporate or otherwise, all necessary rights and authority to execute, deliver enter into this Agreement and to perform its obligations hereunder; and (b) it will carry out its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against in compliance with Applicable Laws applicable to it.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants to the other covenants that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite the full power and authority, corporate or otherwise, authority to execute, deliver enter into this Order Form and to perform its obligations under this Agreementhereunder, without the need for any consents, approvals or immunities not yet obtained; and (iiib) its acceptance of and performance under this Agreement constitutes its legal, valid and binding obligations and may be enforced against itOrder Form shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) that it has all requisite power the legal right and authority, corporate or otherwise, authority to execute, deliver enter into and perform its obligations under this Agreement; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party; and (iii) that this Agreement constitutes its legalAgreement, when executed and delivered, will constitute a valid and binding obligations obligation of such party and may will be enforced enforceable against itsuch party in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other thatparty: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (ii) it such party has all requisite power and authority, corporate or otherwise, authority to execute, deliver and perform its obligations as described hereunder; (ii) such party is duly organized and in good standing under this Agreementthe laws of the jurisdiction of its organization, and has all requisite power and authority to conduct its business as currently conducted; and (iii) this Agreement these Terms have been duly executed and delivered by such party and constitutes its legal, valid and binding obligations and may be enforced obligation, enforceable against itit in accordance with the Terms hereof.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: that (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporationwill at all times comply with applicable law; (ii) it has the right and authority to enter into this Agreement and to grant all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreementrights granted by it; and (iii) the execution, delivery, and performance of this Agreement constitutes its legalwill not violate, valid conflict with, require consent under, or result in any breach or default under and binding obligations and may be enforced against itof the provisions of any contract or agreement to which it is a party.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party during the Term that: (ia) it is a corporation lawfully incorporated and validly existing pursuant to such party has the laws of its place of incorporation; (ii) it has all requisite power and authority, authority to execute and deliver this Agreement and has taken all necessary corporate or otherwise, action to execute, deliver authorize the execution and perform its obligations under delivery of this Agreement; and (iiib) this Agreement constitutes its is and shall be the legal, valid valid, and binding obligations obligation of such party and may shall be enforced against itenforceable in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: (i) it is a corporation lawfully incorporated has the full right, power, and validly existing pursuant authority to the laws of its place of incorporation; (ii) it has all requisite power and authority, corporate or otherwiseenter into this Agreement, to execute, deliver and perform discharge its obligations under this Agreementhereunder, and to grant the rights granted hereunder; and (iiiii) this Agreement constitutes its a legal, valid valid, and binding obligations and may be enforced obligation, enforceable against itit in accordance with the terms of this Agreement.

Mutual Representations and Warranties. Each Party represents and warrants to the other thatwarrants: (i) that it is a corporation lawfully incorporated and duly organized, validly existing pursuant and in good standing, and is qualified and/or licensed to do business in all jurisdictions to the laws of extent necessary to carry out its place of incorporationobligations under this Agreement; (ii) its execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement of such Party; and (iii) it has all requisite power the full right, power, and authority, corporate or otherwise, authority to execute, deliver enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against it.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other that: Party that (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite power the right and authority, corporate or otherwise, capacity to execute, deliver and perform its obligations under enter into this Agreement; and (iiib) this Agreement constitutes its legal, is legal and valid and the obligations binding obligations upon such Party are enforceable in accordance with their terms; and (c) that the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which such Party may be enforced against bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (i) it is a corporation lawfully incorporated has the full right, power and validly existing pursuant authority to enter into this Agreement, grant the laws of licenses set forth herein and to discharge its place of incorporationobligations hereunder; and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate any agreement to which it has all requisite power and authority, corporate is a Party or otherwise, to execute, deliver and perform by which it is or will be otherwise bound (iii) it shall separately comply with its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against itany applicable law.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other that: (i) it is a corporation lawfully incorporated and validly existing pursuant to the laws of its place of incorporation; (iia) it has all requisite the full corporate right, power and authority, corporate or otherwise, authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreementthe acts required hereunder; and (iiib) the execution of this Agreement constitutes by such party, and the performance by such party of its legal, valid and binding obligations and may be enforced against itduties hereunder, do not and will not violate any agreement to which such party is bound or any obligation of such party.

Mutual Representations and Warranties. Each Party represents party individually represents, warrants, and warrants to the other covenants that: (i) it is a corporation lawfully incorporated duly organized, validly existing, and validly existing pursuant to in good standing under the laws of the jurisdiction of its place of incorporationformation; (ii) it has all requisite power and authority, corporate does not have any contractual or otherwise, other limitations that would result in a breach of contract or other limitation to execute, deliver and perform the party’s performance of its obligations under in this Agreement; (iii) it has the legal power to enter into this Agreement; and (iiiiv) this Agreement constitutes its legalit will at all times comply with all applicable laws, valid codes, rules, and binding obligations and may be enforced against itregulations.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: that (i) it is a corporation lawfully incorporated and validly existing pursuant to has the laws of its place of incorporation; (ii) it has all requisite legal power and authority, corporate or otherwise, authority and all other necessary rights to execute, deliver enter into this Agreement and perform its obligations under this Agreement; hereunder and consummate the transactions contemplated hereby without the necessity of any act or consent of any other person or entity and (iiiii) the person executing this Agreement constitutes on its legal, valid behalf has the full right and binding obligations authority to enter this Agreement and may be enforced against itto bind such Party to each and every obligation herein.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other that: Party that the execution and delivery of the Agreement and the performance by it of the transactions contemplated thereby have been duly authorized and will not violate (ia) it such Party’s organizational documents, (b) any agreement, instrument or contractual obligation to which such Party is a corporation lawfully incorporated and validly existing pursuant bound in any material respect, (c) any requirement of any applicable laws, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to the laws of its place of incorporation; (ii) it has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; and (iii) this Agreement constitutes its legal, valid and binding obligations and may be enforced against itsuch Party.

Mutual Representations and Warranties. 9.1.1 Each Party hereby represents and warrants to the other that: Party that such Party (i) it is a corporation lawfully incorporated has the power and validly existing pursuant authority and the legal right to enter into the laws of Agreement and to perform its place of incorporation; obligations hereunder and (ii) it has taken all requisite power necessary action on its part to authorize the execution and authority, corporate or otherwise, to execute, deliver delivery of the Agreement and perform the performance of its obligations under this Agreement; hereunder. The Agreement has been duly executed and (iii) this Agreement delivered on behalf of such Party, and constitutes its a legal, valid and valid, binding obligations and may be enforced obligation, enforceable against itsuch Party in accordance with its terms.