Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Mutual Warranty. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into the Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under the Agreement will not breach any agreement with any third party or any obligation owed by it to any third party.
Mutual Warranty i) The Parties each have the power and the authority to enter into and perform this Agreement.
ii) The Parties warrant that they shall comply with all applicable laws and regulations governing the provision, access and Use of the Services.
Mutual Warranty. Each of ASLAN and Array warrants and represents to the other Party that, as of the Effective Date:
(a) it is an entity duly organized, validly existing and in good standing under the laws of the state or country (as applicable) of its organization, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement, and has full power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) such Party is duly authorized, by all requisite action, to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite action;
(c) the Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights; and (ii) equitable principles of general applicability.
(d) The execution, delivery and performance of the Agreement by such Party and its compliance with the terms and provisions of this Agreement does not and shall not conflict with or result in a breach of any of the terms or provisions of (i) any agreement, instrument or understanding, oral or written, to which it is a Party or by which it is bound, (ii) the provisions of its operating documents or bylaws, or (iii) any order, writ, injunction or decree of any governmental authority entered against it or by which it or any of its property is bound .
(e) as of the Effective Date neither it nor its Affiliates has received from a Third Party notice that the manufacture, sale or use of the Product would infringe any intellectual property rights of such Third Party and to its knowledge and belief, no action, suit or claim has been initiated or threatened against it or its Affiliates with respect to the Array Technology, the ASLAN Patents or its right to enter into and perform its obligations under this Agreement;
(f) such Party has not employed (and, to the best of its knowledge and belief, has not used a contractor or consultant that has employed) any individual or e...
Mutual Warranty. Each Party warrants and represents to the other that the Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it is bound, nor to such Party’s knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
Mutual Warranty. Each party certifies and represents to the other party that as of the Effective Date, it has full power, right and authority to execute this Agreement, to fulfill all its rights and obligations herein.
Mutual Warranty. Each Party represents and warrants that its execution of this Agreement and the exercise of its rights and the performance of its obligations hereunder does not constitute and will not result in any breach of any agreement to which it is a party.
Mutual Warranty. Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required of it; (ii) such Party owns the rights necessary to grant the rights and licenses and fulfill its obligations under this Agreement; (iii) the execution of this Agreement by such Party will not violate any agreement to which such Party is bound; and (iv) 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.
Mutual Warranty. Each party warrants that it has the full right and legal authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
Mutual Warranty. The parties represent and warrant that, as of the date hereof and as of the Closing Date, the representations and warranties herein contained and the statements contained in all certificates delivered by any party to another pursuant to this Agreement shall in all respects be true and correct.
