Common use of Representations and Warranties by the Parties Clause in Contracts

Representations and Warranties by the Parties. Each of Distributor and Xenogen hereby represents and warrants to the other Party that: (a) it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) this Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles; and (f) it shall comply with all applicable laws, rules and regulations relating to the performance of its activities under this Agreement.

Representations and Warranties by the Parties. Each of Distributor COMPANY and Xenogen XENOGEN hereby represents and warrants to the other Party that: (a) it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) this Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles; and (f) it shall comply with all applicable laws, rules and regulations relating to the performance of its activities under this Agreement.

Representations and Warranties by the Parties. Each of Distributor Licensee and Xenogen hereby represents and warrants to the other Party that: (a) it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) this Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles; and (f) it shall comply with all applicable laws, rules and regulations relating to the performance of its activities under this Agreement.