Common use of REPRESENTATIONS AND WARRANTIES. LIABILITY OF THE PARTIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES. LIABILITY OF THE PARTIES. INDEMNIFICATION 7.1. Each of the Parties hereby represents and warrants to the other Party as follows: 7.1.1. Such Party is a corporation duly incorporated, validly existing, and in good standing under the laws of state of incorporation and is fully authorised to carry on its business as it is now being conducted and to enter into the transactions herein set forth. Such Party has all requisite power and authority to execute this Agreement and carry out all the actions required of it herein. This Agreement is a legal, valid, and binding agreement of such Party enforceable against the other Party in accordance with its terms, subject to bankruptcy, insolvency, reorganisation, and similar laws of general applicability related to, or affecting, the creditor’s rights generally and the general principals of equity; 7.1.2. The execution, delivery, performance of, and compliance with this Agreement, or any agreement or instrument contemplated hereby, by such Party will not result in any violation of its organisational documents, or be in conflict with, or constitute a default in any respect under the terms of any agreement, instrument, judgment, decree, or, to the knowledge of such Party, any order, statute, rule, or governmental regulation applicable to such Party, or result in the creation of any lien, charge, or encumbrance of any kind or nature against the assets of such Party; 7.1.3. Such Party is not insolvent. “Insolvency” shall mean when a Party becomes insolvent or bankrupt (including being unable to pay their debts as they fall due and/or that the value of their assets is less than the amount of their liabilities taking into account their contingent and prospective liabilities), proposes an individual, company, or partnership voluntary arrangement, has a receiver, administrator, or manager appointed over the whole or any part of their business or assets; if any petition will be presented in good faith, order will be made, or resolution passed for winding up (except for the purpose of amalgamation or reconstruction), bankruptcy, or dissolution (including the appointment of provisional liquidators/interim receivers or special managers); if it will otherwise propose or enter into any composition or arrangement with its creditors, or any class of them, or if it ceases or threatens to cease to carry on business.

REPRESENTATIONS AND WARRANTIES. LIABILITY OF THE PARTIES. INDEMNIFICATION 7.1. Each of the Parties hereby represents and warrants to the other Party as follows: 7.1.1. Such Party has all requisite power and authority to execute this Agreement and carry out all the actions required of it herein, and is a corporation duly incorporated, validly existing, and in good standing under the laws of state of incorporation incorporation, or a natural person or other entity in accordance with such entity’s place of residence, and is fully authorised to carry on its business as it is now being conducted and to enter into the transactions herein set forth. Such Party has all requisite power and authority to execute this Agreement and carry out all the actions required of it herein. This Agreement is a legal, valid, and binding agreement of such Party enforceable against the other Party in accordance with its terms, subject to bankruptcy, insolvency, reorganisation, and similar laws of general applicability related to, or affecting, the creditor’s rights generally and the general principals of equity; 7.1.2. The execution, delivery, performance of, and compliance with this Agreement, or any agreement or instrument contemplated hereby, by such Party will not result in any violation of its organisational documents, or be in conflict with, or constitute a default in any respect under the terms of any agreement, instrument, judgment, decree, or, to the knowledge of such Party, any order, statute, rule, or governmental regulation applicable to such Party, or result in the creation of any lien, charge, or encumbrance of any kind or nature against the assets of such Party; 7.1.3. Such Party is not insolvent. “Insolvency” shall mean when a Party becomes insolvent or bankrupt (including being unable to pay their debts as they fall due and/or that the value of their assets is less than the amount of their liabilities taking into account their contingent and prospective liabilities), proposes an individual, company, or partnership voluntary arrangement, has a receiver, administrator, or manager appointed over the whole or any part of their business or assets; if any petition will be presented in good faith, order will be made, or resolution passed for winding up (except for the purpose of amalgamation or reconstruction), bankruptcy, or dissolution (including the appointment of provisional liquidators/interim receivers or special managers); if it will otherwise propose or enter into any composition or arrangement with its creditors, or any class of them, or if it ceases or threatens to cease to carry on business.