Mutual Warranties and Representations Sample Clauses

Mutual Warranties and Representations. Each of the parties warrants and represents to the other as follows:

Mutual Warranties and Representations. Both parties warrant and represent that no act or omission hereunder will violate any right or interest of any person of firms or will subject the other party to any liability or claim of liability to any person. Both parties warrant that they are under no disability, restriction or prohibition with respect to their rights to execute this Agreement and perform its terms and conditions. Both parties agree to indemnify the other party and to hold the other party harmless against any damages, costs, expenses, fees (including attorney’s fees) incurred by the other party in any claim, suit or proceeding instituted against the other party in which any assertion is made which is inconsistent with any warranty, representation or covenant of that party. A party’s obligation to indemnify shall be conditioned upon the prompt notice of an asserted claim for which indemnification may be sought and upon that party’s right to intervene and participate, at its own expense, in defense of the claim.

Mutual Warranties and Representations. Each Party represents and warrants the following: (a) The Party’s execution, delivery and performance of this Agreement: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any material agreement to which the Party or any of its assets may be subject and (iii) are not subject to the consent or approval of any third party; (b) This Agreement is the valid and binding obligation of the representing Party, enforceable against such Party in accordance with its terms; (c) Such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party's performance of its obligations hereunder; and (d) Both Parties will perform their respective obligations under this Agreement in compliance with all laws, rules, regulations, and other legal requirements applicable to the Party.

Mutual Warranties and Representations. Each Party represents and warrants to the other that: (i) it has the power to execute, deliver, and perform the terms and conditions of this Agreement and has taken all necessary action to authorize the execution, delivery, and performance hereof; (ii) the execution, delivery, or performance of this Agreement will not constitute a violation of, be in conflict with, or result in, a breach of any agreement or contract to which it is a party or under which it is bound; (iii) this Agreement constitutes the legal, valid and binding agreement of such Party enforceable in accordance with its terms; and (iv) in complying with the terms and conditions of this Agreement and carrying out any obligations hereunder, it will comply with all applicable laws, regulations, ordinances, statutes, decrees, or proclamations of all governmental authorities having jurisdiction over such Party.

Mutual Warranties and Representations. Each Party represents and warrants to the other Party as of the Effective Date and until the Agreement remains in force that: they have the power and authority to enter into and perform their obligations under the Agreement; the Agreement creates legal, valid and binding obligations for them, which are enforceable in accordance with the terms hereof; entry into the Agreement and the performance by the Party of the Party’s obligations hereunder does not and will not result in any violation of (i) any applicable provision of law or other regulations, (ii) decisions by any court or public authority, or (iii) provision of any agreement to which the Party is a party or in a commitment that is binding for the Party; the representation rights of the representative of the Party signing the Agreement on behalf of the Party are valid and the representative has all necessary powers to sign the Agreement on behalf of the Party; the Party is not and has not been declared insolvent or bankrupt, no bankruptcy caution or petition has been filed against them, no insolvency or bankruptcy proceedings have been instituted against the Party, no (interim) bankruptcy trustee has been appointed to the Party, the Party is not being wound up or liquidated and no liquidator has been appointed to wind up or liquidate the Parties.

Mutual Warranties and Representations. (a) Subtenant warrants and represents that (i) Subtenant is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in Massachusetts; (ii) Subtenant has the authority to own its property and to carry on its business in Massachusetts as contemplated under this Sublease; (iii) Subtenant is in compliance with all laws and orders of public authorities applicable to Subtenant that would impact Subtenant’s ability fully to perform its obligations under this Sublease; (iv) Subtenant has duly executed and delivered this Sublease; (v) the execution, delivery and performance by Subtenant of this Sublease (x) are within the powers of Subtenant, (y) have been duly authorized by all requisite action, (z) will not violate any provision of law or any order of any court or agency of government, or any agreement or other instrument to which Subtenant is a party or by which it or any of its property is bound, and (vi) this Sublease is a valid and binding obligation of Subtenant in accordance with its terms. ​ (b) Sublandlord warrants and represents that (i) Sublandlord is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in Massachusetts; (ii) Sublandlord has duly executed and delivered this Sublease; (iii) the execution, delivery and performance by Sublandlord of this Sublease (x) are within the powers of Sublandlord, (y) have been duly authorized by all requisite action, (z) will not violate any provision of law or any order of any court or agency of government, or any agreement or other instrument to which Sublandlord is a party or by which it or any of its property is bound, and (iv) this Sublease is a valid and binding obligation of Sublandlord in accordance with its terms. ​

Mutual Warranties and Representations. Redacted: Commercially Sensitive Information Each party represents and warrants to the other party, which representations and warranties shall remain true and accurate throughout the Term, that: a. it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation or organization; b. it has the full right and capacity to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; c. the execution and delivery of this Agreement by such party and the performance of its obligations hereunder shall not result in either a breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any of the such party’s obligations under: i. any of the terms and provisions of its governing documents or by-laws, or resolutions of the board of directors (or any committee thereof) or its general partner or limited partners; ii. any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over it; iii. any license, permit, approval, consent or authorization held by it; or iv. any applicable Law, statute, ordinance, regulation or rule; d. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate or other action of the party; e. when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Each of the parties respectively, warrants that it has no agreements with any third party or commitments or obligations that conflicts with its obligations under this Agreement. During the Term of this Agreement, no party will enter into any agreement, commitment or obligation that materially conflicts with its obligations under this Agreement.

Mutual Warranties and Representations. Each Party represents and warrants the following: 7.1.1 it is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware. 7.1.2 it has all requisite power and authority to enter into this Supply Agreement. The person signing this Supply Agreement has the necessary corporate authority to legally bind it to the terms set forth herein. 7.1.3 its execution of this Supply Agreement and performance of the terms set forth herein will not cause it to be in conflict with or constitute a breach of its organizational documents nor any other agreement, court order, consent decree or other arrangement, whether written or oral, by which it is bound. 7.1.4 its execution of this Supply Agreement and performance hereunder are in, and will be in, compliance with any Applicable Law in all material respects. 7.1.5 This Supply Agreement is its legal, valid and binding obligation, enforceable against it in accordance with the terms and conditions hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. 7.1.6 it will provide the other Party with prompt written notice if any of the representations and warranties in this Section 7.1 become untrue. 7.1.7 it is not debarred and has not and will not use in any capacity the services of any person debarred under subsection 306(a) or (b) of the U.S. Generic Drug Enforcement Act of 1992, or other Applicable Law, nor have debarment proceedings against it or any of its employees or permitted subcontractors been commenced. 7.1.8 it will provide the other with prompt written notice if any of the representations and warranties in Section 7.1.7 become untrue.

Mutual Warranties and Representations. The parties warrant and represent that: (a) the individuals executing this Agreement on their behalves have the full power, authority, legal right and capacity to execute and deliver this Agreement; (b) that such parties have the full power, authority and legal right to perform the terms of this Agreement on the respective parties’ parts required; (c) that this Agreement constitutes such parties’ valid and binding obligation, enforceable in accordance with its terms, (d) neither the execution and delivery of this Agreement nor the fulfillment of the terms, conditions and provisions hereof: (i) constitutes or will constitute a breach of any existing and outstanding contractual or other obligation of the such party; or (ii) will violate any provision of law, any provision of the instrument or instruments by which the party has been created or of any other instrument by which they may be bound.

Mutual Warranties and Representations. The Parties recognize that the exchange and cross-licensing of TDP Technology is intended for their mutual benefit and that neither party, at the time of this Agreement, is able to determine the legal status of the TDP Technology subject to licensing under this Agreement. Accordingly, neither party represents or warrants that TDP Technology, other than the technology developed by the Parties themselves, is patented or patentable, copyrighted or copyrightable, or subject to protection under the law of trade secrets, and do not represent or warrant that such technology is free of any third-party claims of infringement or misappropriation. Notwithstanding the absence of representations and warranties with respect to any such Technology that one party may furnish to the other, the furnishing party shall make reasonable inquiry and by delivering the Technology to the other Party shall be deemed to then represent and warrant that it knows of no infringement or misappropriation claims actual or likely with respect to such Technology. Such inquiry shall not include the duty to conduct a patent infringement searches or like level of investigation.