Common use of Mutual Representations, Warranties and Agreements Clause in Contracts

Mutual Representations, Warranties and Agreements. Each Party represents and warrants to the other Party that: a. it is duly organized and validly existing under the laws of the jurisdiction of its establishment; b. it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement; c. it has obtained all Material consents and approvals and taken all actions necessary for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated and perform its obligations under this Agreement; d. this Agreement will, when executed, constitute lawful, valid and binding obligations on it, enforceable in accordance with its terms; e. it is understood that no sale of the Private Securities shall be regarded as effective unless and until accepted by the Issuer and the Issuer reserves the right, in its sole discretion, to reject any subscription for Private Securities under a subscription agreement in whole or in part; and f. neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder will (i) violate any Legal Requirement, (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which such Party is a party or by which such Party or any of its assets or properties may be bound or affected.

Mutual Representations, Warranties and Agreements. Each Party represents and warrants to the other Party that: a. it is duly organized and validly existing under the laws of the jurisdiction of its establishment; b. it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement; c. it has obtained all Material consents and approvals and taken all actions necessary for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated and perform its obligations under this Agreement; d. this Agreement will, when executed, constitute lawful, valid valid, and binding obligations on it, enforceable in accordance with its terms; e. it is understood that no sale of the Private Securities shall be regarded as effective unless and until accepted by the Issuer and the Issuer reserves the right, in its sole discretion, to reject any subscription for Private Securities under a subscription agreement in whole or in part; and f. neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder hereunder, will (i) violate any Legal Requirement, ; (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, ; or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement agreement, or restriction of any kind or character to which such Party is a party to or by which such Party or any of its assets or properties may be bound or affected.

Mutual Representations, Warranties and Agreements. Each Party represents and warrants to the other Party that: a. it is duly organized and validly existing under the laws of the jurisdiction of its establishment; b. it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement; c. it has obtained all Material material consents and approvals and taken all actions necessary for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated and perform its obligations under this Agreement; d. this Agreement will, when executed, constitute lawful, valid valid, and binding obligations on it, enforceable in accordance with its terms; e. it is understood that no sale of the Private Securities shall be regarded as effective unless and until accepted by the Issuer and the Issuer reserves the right, in its sole discretion, to reject any subscription for Private Securities under a subscription agreement in whole or in part; and f. neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder hereunder, will (i) violate any Legal Requirement, ; (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, ; or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement agreement, or restriction of any kind or character to which such Party is a party to or by which such Party or any of its assets or properties may be bound or affected.