Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite power and authority to 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 it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants that: to the other Party that (ai) it has all requisite corporate power and authority to execute and enter into the this Agreement and to perform its obligations therein under this Agreement, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder and that the have been duly authorized, (iii) this Agreement is a valid legally binding and binding agreement by enforceable on such Party; Party in accordance with its terms and (biv) the execution performance of the Agreement, and its performance under it, will this Agreement by it does not constitute create a material breach or material default of, or otherwise violate under any other agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsParty.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder hereunder, and that the Agreement is a valid and binding agreement by such Partyparty; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate violate, any agreement to which it is a party party, or violate any right of any third parties party arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder hereunder, and that the Agreement is a valid and binding agreement by such Partyparty; and (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate violate, any agreement to which it is a party party, or violate any right of any third parties party arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: that (ai) it has all requisite power and full corporate or other authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that (ii) when executed and delivered by such party, this Agreement will constitute the Agreement is a legal, valid and binding agreement by obligation of such Party; (b) the execution of the Agreementparty, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it such party in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: that (ai) it has all requisite power and the legal authority to execute and enter into the this Agreement and perform be bound by its obligations therein terms and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreementconditions, and its performance under it, (ii) it will not constitute a breach or default of, or otherwise violate transmit to the other party any agreement Malicious Code (except for Malicious Code previously transmitted to which it is a the warranting party or violate any right of any third parties arising therefrom; and (c) by the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsother party).

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (ai) it has all requisite full power and authority to execute and enter into the Agreement this agreement and perform its and observe all obligations therein and hereunder conditions to be performed or observed by it under this agreement without any restriction by any other agreement or otherwise; (ii) the execution, delivery and performance of this agreement have been duly authorized by all necessary corporate action of that Party; and (iii) this agreement constitutes the Agreement is a legal, valid and binding agreement by such obligation of that Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party that: (a) it such party has all requisite the full power and authority to execute and enter into the this Agreement and to perform its obligations therein hereunder, without the need for any consents, approvals or immunities not yet obtained; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the such party’s execution of the Agreement, and its performance under it, will this Agreement shall not constitute a breach any oral or default of, or otherwise violate written agreement with any agreement to which it is a third party or violate any right of obligation owed by such party to any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it party to keep any information or materials in accordance with its termsconfidence or in trust.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has all requisite the full corporate right, power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; acts required of it pursuant to this Agreement, (b) the execution of the Agreement, this Agreement and performance of its performance under it, will obligations pursuant to this Agreement do not constitute a breach or default of, or otherwise and shall not violate any other agreement to which it is a party or violate any right of any third parties arising therefrom; and party, (c) the this Agreement constitutes a the legal, valid and binding agreement enforceable against obligation of such Party when executed and delivered and (d) any and all activities it undertakes in accordance connection with its termsthis Agreement shall be performed in compliance with all applicable laws, rules and regulations.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: to the other Party that (ai) it has the requisite authority and power, and has taken, or will take, all requisite power and authority actions, to execute and enter into the Agreement and perform its obligations therein and hereunder and that the under this Agreement, (ii) this Agreement is constitutes a legal, valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it such Party in accordance with its terms, and (iii) this Agreement does not conflict with or violate any other agreement or undertaking to which such Party is a party or by which it or its assets is otherwise bound.

Mutual Representations and Warranties. Each Party party represents and warrants to the other party that: (a) it has all requisite necessary right, power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyhere under; (b) the execution and delivery of the this Agreement, and the performance of its performance under itobligations here under, do not conflict with and will not constitute result in a breach or default of, or otherwise violate of any other agreement to which it is a party or violate any right of any third parties arising therefromby which its assets are bound; and (c) the this Agreement constitutes a the legally valid and binding agreement obligation of such party enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable law.

Mutual Representations and Warranties. Each Party represents and warrants that: as follows: (a) it has all requisite power the full right, power, and authority to 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 Partyunder this Agreement; and (b) the execution performance of the Agreementits obligations under this Agreement will not result in a material violation or breach of, and its performance under it, will not materially conflict with or constitute a breach or material default ofunder any agreement, contract, commitment, or otherwise violate any agreement obligation to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has all requisite corporate power and authority to execute and enter into the this Agreement and to perform its obligations therein under this Agreement; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder and that the have been duly authorized; (iii) this Agreement is a valid legally binding and binding agreement by such Partyenforceable on each Party in accordance with its terms; and (biv) the execution performance of the Agreement, and its performance under it, will this Agreement by it does not constitute create a breach or default of, under or otherwise violate conflict with any other agreement or obligation to which it is a party party, or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsapplicable law, order, rule or regulation.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants covenants that: (ai) it has all requisite the right to enter this Agreement, is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; (ii) it has the corporate power and authority to execute and enter into the deliver this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyhereunder; (biii) it has by all necessary corporate action duly and validly authorized the execution and delivery of this Agreement and the Agreement, and performance of its performance under it, 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 therefromobligations hereunder; and (civ) this Agreement is the Agreement constitutes a valid and legally binding agreement enforceable against it obligation of each Party in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants that: (ai) it is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it has all requisite power the full right, power, and authority to execute and enter into the this Agreement and to perform its respective 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 it, 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 therefromhereunder; and (ciii) 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 a valid and binding agreement enforceable against it in accordance with performing its termsrespective obligations hereunder.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has all requisite corporate power and authority to execute and enter into the this Agreement and to perform its obligations therein under this Agreement; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder and that the have been duly authorized; (iii) this Agreement is a valid legally binding and binding agreement by such Partyenforceable on each Party in accordance with its terms; and (biv) the execution performance of the Agreement, and its performance under it, will this Agreement by it does not constitute create a breach or default of, under or otherwise violate conflict with any other agreement or obligation to which it is a party Party, or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsapplicable law, order, rule or regulation.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants that: (a) it has all requisite the full power and authority to execute and enter into the this Agreement and to perform its obligations therein hereunder, without the need for any consents, approvals or immunities not yet obtained; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution its acceptance of the Agreement, and its performance under it, will this Agreement shall not constitute a breach any oral or default of, or otherwise violate written agreement with any agreement to which it is a third party or violate any right of obligation owed by it to any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it party to keep any information or materials in accordance with its termsconfidence or in trust.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants covenants to the other that: (a) it has all requisite necessary right, power and authority ability to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyherein; (b) the execution of the Agreement, and its performance under it, will not constitute a breach no authorization or default of, or otherwise violate any agreement to which it is a party or violate any right of approval from any third parties arising therefromparty is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the this Agreement constitutes a legal, valid and binding agreement obligation, enforceable against it in accordance with its termsterms and; (d) the Party’s performance of its obligations under 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 that: (a) it has all requisite power and authority to 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; and (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) it warrants: 13.1.1 It has all requisite power the authority and authority any necessary approvals to 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 13.1.2 Its execution, delivery and its performance under itthe Agreement does not conflict with any agreement, will not constitute a breach instrument or default of, or otherwise violate any agreement understanding to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsmay be bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other that: (ai) it has all requisite full power and authority to execute and enter into the deliver this Agreement and perform its obligations therein hereunder; (ii) it has duly executed and hereunder and that delivered this Agreement; (iii) this Agreement constitutes the Agreement is a legal, valid and binding agreement by such Partyobligation of it, enforceable against it in accordance with the terms hereof; and (biv) the execution of the Agreementits execution, delivery, and its performance under it, of this Agreement will not constitute a conflict with, result in the breach or default of, or otherwise violate constitute a default under any arrangement or agreement to which it is a party Party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: (a) it this Agreement has been duly and validly executed and delivered by such Party and constitutes a legal and binding obligation enforceable against such Party in accordance with its terms; (b) such Party has all requisite necessary power and authority to 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 in accordance with this Agreement, and its performance under it, 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 (c) the such Party’s execution, delivery and performance of this Agreement constitutes a valid and will not conflict with or violate any agreement or other obligation applicable to such Party or binding agreement enforceable against it in accordance with upon its termsassets.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) that it has all requisite power power, authority and authority approvals to enter into, execute and enter into the deliver this Agreement and to perform fully its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its entering into this Agreement and performance under it, of this Agreement will not constitute a conflict with, or result in the breach or default of, any express or otherwise violate implied obligation or duty (contractual or otherwise) that it now or in the future owes to any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsother person.

Mutual Representations and Warranties. Each Party party represents and warrants that: (ai) it has all requisite the full right, power and authority to execute and enter into this Agreement, grant the Agreement licenses set forth herein and perform to discharge its obligations therein hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (bii) the execution and delivery of this Agreement and the Agreement, performance of its obligations hereunder does not and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right 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 any third parties arising therefrom; their respective obligations and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsresponsibilities under this Agreement.

Mutual Representations and Warranties. Each Party represents party individually represents, warrants, and warrants covenants that: (ai) it is duly organised, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it does not have any contractual or other limitations that would result in a breach of contract or other limitation to the party’s performance of its obligations in this Agreement; (iii) it has all requisite the legal power and authority to 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 this Agreement, and its performance under it, 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 (civ) the Agreement constitutes a valid it will at all times comply with all applicable laws, codes, rules, and binding agreement enforceable against it in accordance with its termsregulations.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) that it has all requisite power power, authority and authority approvals to enter into, execute and enter into deliver this Agreement (the Agreement and perform its obligations therein and hereunder and that the Agreement is foregoing, however, shall not be construed as a valid and binding agreement by such Party; (b) the execution warranty of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsnon­infringement).

Mutual Representations and Warranties. Each Party party hereby represents and warrants that: (a) it has all requisite the full corporate right, power and authority to execute and enter into the Agreement Standard Terms and to perform its obligations therein hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the AgreementStandard Terms by such party, and the performance by such party of its performance under itobligations and duties hereunder, do not and will not constitute a breach or default of, or otherwise violate any agreement to which it such party is a party bound or violate any right obligation of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termssuch party.

Mutual Representations and Warranties. Each Party represents and warrants that: : (a) it has all requisite power the full right, power, and authority to execute and enter into the Agreement execute, deliver, and perform its obligations therein under this Agreement; and hereunder and that the (b) this Agreement is a the valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it such Party in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: (ai) it has all requisite full power and authority to 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 (ii) it will comply with all laws applicable to its performance under itprovision, will not constitute a breach or default ofreceipt, or otherwise violate any agreement to which it is a party or violate any right use of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsManaged Product, as applicable.

Mutual Representations and Warranties. Each Party party represents and warrants thatto the other: (ai) that it has all requisite power the authority and authority capacity to execute and enter into the Agreement this Agreement; and perform its obligations therein and hereunder and (ii) that the performance of this Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, will not constitute result in a breach of or default ofconflict with its articles of incorporation, bylaws or unanimous stockholders' agreement, if any, or otherwise violate any agreement other contract to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsparty.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants that: : (a) it has all requisite the full power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that hereunder, without the Agreement is a valid and binding agreement by such Partyneed for any consents, approvals or immunities not yet obtained; and (b) the execution its acceptance of the Agreement, and its performance under it, will this Agreement shall not constitute a breach any oral or default of, or otherwise violate written agreement with any agreement to which it is a third party or violate any right of obligation owed by it to any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it party to keep any information or materials in accordance with its termsconfidence or in trust.

Mutual Representations and Warranties. Each Party represents and warrants that: : (a) it has all requisite the corporate power and authority to execute and enter into the this Agreement and any applicable SOW and to perform its obligations therein and hereunder and that thereunder, without the Agreement is a valid need for any consents or approvals not yet obtained; and binding agreement by such Party; (b) the execution its acceptance of the Agreement, and its performance under it, will this Agreement shall not constitute a breach any oral or default of, or otherwise violate written agreement with any agreement to which it is a third party or violate any right of obligation owed by it to any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it party to keep any information or materials in accordance with its termsconfidence or in trust.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: : (a) it It has all requisite full power and authority to execute and enter into the Agreement execute, deliver and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; under this Contract. (b) It has taken all necessary action to authorize the execution execution, delivery and performance of the Agreement, and its performance under it, 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 this Contract. (c) the Agreement There are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal, which might materially and adversely affect its ability to meet or perform any of its obligations under this Contract. (d) This Contract constitutes a valid its legal, valid, binding and binding agreement enforceable against it in accordance with its termsobligation.

Mutual Representations and Warranties. Each Party represents and warrants that: that (ai) it has all requisite the legal power and authority and all other necessary rights to execute and enter into the this Agreement and perform its obligations therein and hereunder and that consummate the Agreement is a valid transactions contemplated hereby without the necessity of any act or consent of any other person or entity and binding agreement by such Party; (bii) the execution of person executing this Agreement on its behalf has the Agreement, full right and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement authority to which it is a party or violate any right of any third parties arising therefrom; enter this Agreement and (c) the Agreement constitutes a valid to bind such Party to each and binding agreement enforceable against it in accordance with its termsevery obligation herein.

Mutual Representations and Warranties. Each Party party hereby represents and warrants that: (ai) that it has all requisite power the legal right and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and under this Agreement; (ii) that the execution and performance of this Agreement is will not conflict with or violate any provision of any law having applicability to such party; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, party and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement be enforceable against it such party in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) : 1. it has all requisite power the full corporate right, power, and authority to execute and enter into the this Agreement and perform its obligations therein hereunder; 2. when executed and hereunder and that the delivered, this Agreement is will constitute a valid legal, valid, and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement obligation enforceable against it in accordance with its terms.; and

Mutual Representations and Warranties. Each Party party represents and warrants that: that (ai) it is duly organized and validly existing in good standing under the laws of its respective jurisdiction or organization; (ii) it has all requisite full power and authority to execute and enter into the this Agreement and perform its obligations therein and hereunder and that to carry out the provisions thereof; (iii) the Agreement is a legal and valid obligation binding upon it and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; and (iv) its execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which it may be a party or by which it may be bound.

Mutual Representations and Warranties. Each Party party hereby represents and warrants that: (a) it has all requisite the full corporate right, power and authority to execute and enter into the this Agreement and to perform its obligations therein the acts required hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreementthis Agreement by such party, and the performance by such party of its performance under itobligations and duties hereunder, do not and will not constitute a breach or default of, or otherwise violate any agreement to which it such party is a party bound or violate any right obligation of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termssuch party.

Mutual Representations and Warranties. Each Party represents and warrants that: (ai) it has all requisite power the full right, power, and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by this Agreement; (ii) such Party; (b) the execution ’s acceptance of this Agreement, as well as such Party’s performance of the obligations set forth in this Agreement, does not and its performance under it, will not constitute a breach or default of, or otherwise violate any other agreement to which it such Party is a party or violate any right of any third parties arising therefromparty; and (ciii) the Agreement constitutes a valid it will comply with all applicable laws including data and binding agreement enforceable against it in accordance with its termsprivacy laws.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: : (a) it has all requisite the power and authority and the legal right to execute and enter into the this Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyhereunder; and (b) the execution Agreement has been duly executed and delivered on behalf of the Agreementsuch Party, and its performance under it, 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 (c) the Agreement constitutes a legal, valid and binding agreement obligation of such Party and is enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party of the Parties represents and warrants that: (a) as follows: 3.1.1 it has all requisite the full right, power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that under this Agreement; and 3.1.2 the performance of its obligations under this Agreement is will not result in a valid and binding agreement by such Party; (b) the execution of the Agreementviolation or breach of, and its performance under it, will not conflict with or constitute a breach default under any agreement, contract, commitment or default of, or otherwise violate any agreement obligation to which it or any of its Affiliates is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party party represents and warrants that: (ai) it has all requisite power the full right, power, and authority to execute and enter into the Agreement and perform this Agreement, to discharge its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreementhereunder, and its performance under it, 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 therefromgrant the rights granted hereunder; and (cii) the this Agreement constitutes a valid legal, valid, and binding agreement obligation, enforceable against it in accordance with its termsthe terms of this Agreement.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite power the full right and authority to execute and enter into the this Agreement and to perform all of its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyset forth herein; (b) it is duly organized, validly existing and in good standing under the execution laws of the Agreement, and jurisdiction of its performance under it, 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 therefromorganization; and (c) the execution, delivery and performance of this Agreement constitutes a valid does not and binding will not conflict with or violate its organizational documents or the terms of any agreement enforceable against it in accordance with its termsanother party.

Mutual Representations and Warranties. Each Party represents and warrants that: to the other Party that (a) it such Party has all requisite the required power and authority to execute and enter into the this Agreement and to perform its obligations therein hereunder, and hereunder shall have obtained and that maintain all licenses, permits and certifications required for such Party in connection with the Agreement is a valid and binding agreement by performance of such PartyServices; (b) the execution of the Agreement, this Agreement and performance of its performance under it, obligations hereunder do not and will not constitute a breach or default of, or otherwise violate any other agreement to which it is a party or violate any right of any third parties arising therefromparty; and (c) the this Agreement constitutes a legal, valid and binding agreement enforceable against it in accordance with its termsobligation when signed by both Parties.

Mutual Representations and Warranties. Each Party represents and warrants thatwarrants: (ai) that it is duly organized, validly existing and in good standing, and is qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out its obligations 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 to execute and enter into and be bound by the terms and conditions of this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents of the Parties hereby represents, warrants and warrants that: covenants as follows: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the This Agreement is a legal and valid obligation binding upon such Party and binding agreement enforceable in accordance with its terms. The execution, delivery and performance of the Agreement by such Party; (b) the execution of the AgreementParty does not conflict with any agreement, and its performance under itinstrument or understanding, will not constitute a breach oral or default ofwritten, or otherwise violate any agreement to which it is a party Party or by which it is bound, nor violate any right law or regulation of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termscourt, governmental body or administrative or other agency having jurisdiction over it.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that other the following: a. This Agreement is a valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, Party and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it such Party in accordance with its terms. b. No further consent or approval is required by any person, board or entity for such Party to satisfy such Party’s obligations created by this Agreement. c. Such Party has relied upon its own investigation and analysis of the facts and not on any statement or representation made by any other party in choosing to enter into this Agreement and the transactions contemplated herein.

Mutual Representations and Warranties. Each Party represents and warrants that: that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite the necessary power and authority to 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; under this Agreement, (b) the this Agreement has been duly authorized, executed and delivered by it and (c) its execution and delivery of the this Agreement, and the performance of its performance under itobligations hereunder, will not constitute conflict with or result in a violation, breach or default of, or otherwise violate of any other agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) that it has all requisite the power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and hereunder, that the this Agreement is a valid binding on and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it the parties in accordance with its terms, and that compliance by each party with its obligations hereunder 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 party represents and warrants that: to the other that (ai) it will at all times comply with applicable law; (ii) it has all requisite power the right and authority to execute and enter into the this Agreement and perform its obligations therein to grant all rights granted by it; and hereunder and that the Agreement is a valid and binding agreement by such Party; (biii) the execution of the Agreementexecution, delivery, and its performance under it, of this Agreement will not constitute a violate, conflict with, require consent under, or result in any breach or default of, under and of the provisions of any contract or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsparty.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: : (a) it is validly existing and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation or organization; (b) it has all requisite the full right, power and authority to execute and enter into the this Agreement and to perform its obligations therein hereunder; and (c) when executed and hereunder and that the delivered by a Party, this Agreement is shall constitute a legal, valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it each such Party in accordance with its terms.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: to the other 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 (a) it has all requisite power and authority to 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; ’s organizational documents, (b) the execution of the Agreementany agreement, and its performance under it, will not constitute a breach instrument or default of, or otherwise violate any agreement contractual obligation to which it such Party is a party or violate bound in any right of any third parties arising therefrom; and material respect, (c) the Agreement constitutes a valid and binding agreement enforceable against it 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 accordance with its termseffect applicable to such Party.

Mutual Representations and Warranties. Each Party party represents and warrants thatto the other party: (ai) it such party has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein as described hereunder; (ii) such party is duly organized and hereunder in good standing under the laws of the jurisdiction of its organization, and that the Agreement is a has all requisite power and authority to conduct its business as currently conducted; and (iii) these Terms have been duly executed and delivered by such party and constitutes its legal, valid and binding agreement by such Party; (b) the execution of the Agreementobligation, and its performance under it, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsthe Terms hereof.

Mutual Representations and Warranties. Each Party represents and warrants that: (ai) it has all requisite the full right, power and authority to execute and enter into this Agreement, grant the Agreement licenses set forth herein and perform to discharge its obligations therein hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (bii) the execution and delivery of this Agreement and the Agreement, performance of its obligations hereunder does not and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party Party or violate any right of any third parties arising therefrom; and by which it is or will be otherwise bound (ciii) the Agreement constitutes a valid and binding agreement enforceable against it in accordance shall separately comply with its termsobligations under any applicable law.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party hereto that: : (a) it has all requisite full power and authority to 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; this Agreement; (b) neither the execution and delivery of this Agreement nor the consummation of the Agreementtransactions hereby contemplated conflict with, and its result in the breach of or accelerate the performance under it, will not constitute a breach or default of, or otherwise violate required by any agreement to which it is a party or violate any right of any third parties arising therefrom; and party; (c) the execution and delivery of this Agreement do not violate or result in the breach of the laws of any jurisdiction applicable to a Party or pertaining thereto or of its organizational documents; and (d) this Agreement constitutes a legal, valid and binding agreement obligation of the Party enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite that they have full power and authority to execute and enter into the deliver this Agreement and to grant the licenses contemplated in this Agreement, to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its performance under it, to consummate the transactions contemplated by this Agreement and the transactions contemplated by this Agreement will not violate any applicable law, rule or regulation and will not conflict with, or result in a breach of. any of the terms of. or constitute a breach or default of, or otherwise violate under. any agreement to which it Licensor is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party represents and warrants that: that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite the necessary power and authority to 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; under this Agreement, (b) the this Agreement has been duly authorized, executed and delivered by it and (c) its execution and delivery of the this Agreement, and the performance of its performance under itobligations hereunder, will not constitute conflict with or result in a violation, breach or default of, or otherwise violate of any other agreement to which to'which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party represents and warrants that: to the other Party that (a) it has all requisite the execution, delivery and performance of this Agreement by such Party are within its power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement has been duly authorized by such Partyall necessary corporate action; (b) this Agreement is legal and valid and the execution obligations binding upon such Party are enforceable by their terms; and (c) the execution, delivery and performance of the Agreementthis Agreement by such Party does not conflict with any agreement, and its performance under itinstrument or understanding, will not constitute a breach oral or default ofwritten, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its terms.may be bound. #95527590v1

Mutual Representations and Warranties. Each Party party represents and warrants that: that (ai) it has will comply with all requisite power applicable laws, rules, regulations and orders of any governmental authority to 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 in connection with its performance under itthis Agreement, 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 (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.and