Corporate Warranties. Each party hereby represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, (ii) the person executing this Agreement on behalf of each party is duly authorized to bind such party to all terms and conditions of this Agreement, (iii) this Agreement, when executed and delivered by each party, will be the legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms, and (iv) the execution, delivery and performance of this Agreement by each party does not and will not conflict with or constitute a breach or default under such party's charter documents, delegations of authority, or any material agreement, contract or commitment of such party, or require the consent, approval or authorization of, or notice, declaration, filing or registration with, any third party or governmental or regulatory authority.
Corporate Warranties. Supplier represents and warrants that it has with respect to this Agreement and each Purchase Order and SOW: (a) it has the right to enter into this Agreement and its performance of this Agreement will be free and clear of liens and encumbrances; (b) taken all corporate action necessary for the authorization, execution and delivery of such agreements and to make such agreement legal, valid and binding obligations of Supplier; (c) no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under such agreements; and (d) obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses granted to Eargo under such agreements. Supplier further represents and warrants that: (d) Supplier has all rights necessary to sell the Units and perform the Services and to allow Eargo, its Affiliate(s), Authorized Buyer(s) and their respective subcontractors, agents, licensees and end users to exercise the rights and licenses granted in this Agreement, without restriction, encumbrance, lien, royalty obligation, or additional charge or obligation of any kind; (e) the Products and Enhancements, including any portion thereof, or any intended combination with other hardware or software, or the sale, offer for sale, use, or importation thereof, do not infringe any IPR; (f) it has all right, title and interest to grant the licenses granted herein; and (g) it will not sell, license, lease, distribute, make available, ship or otherwise provide any Products to any parties other than Eargo, its Affiliate(s), and Approved Buyer(s) purchasing the same.
Corporate Warranties. The Seivice Provider represent ts, warrants and undertakes that:
Corporate Warranties. 13.3.1 Each Party represents and warrants to the other Party that:
Corporate Warranties. The Seller makes the following representations and warranties, as at the Closing Date and at each Additional Sale Date, as applicable, to each of the Issuer and the Security Trustee:
Corporate Warranties. The Consultant represents, warrants and undertakes that:
Corporate Warranties. The Parties represent and warrant individually that:
Corporate Warranties. 50. Natures represents and warrants to AVVAA as follows:
Corporate Warranties. Elektrobit is a validly existing corporation in good standing under the laws of the jurisdiction in which it was incorporated, and it is duly qualified and in good standing to conduct the business contemplated by this Agreement in all jurisdictions in which the business conducted (or to be conducted); Elektrobit has the power and authority to enter into and to perform the obligations of this Agreement, and the execution and performance of this Agreement by Elektrobit does not, and shall not, violate any agreements, rights or obligations between Elektrobit and any third party; Elektrobit is and shall remain in compliance with all applicable licenses, permits and regulatory requirements; and this Agreement has been duly and validly executed and delivered by Elektrobit and, without further action, constitutes a valid and legally binding obligation of Elektrobit.
Corporate Warranties. TerreStar is a validly existing corporation in good standing under the laws of the jurisdiction in which it was incorporated, and it is duly qualified and in good standing to conduct the business contemplated by this Agreement in all jurisdictions in which the business conducted (or to be conducted); TerreStar has the power and authority to enter into and to perform the obligations of this Agreement, and the execution and performance of this Agreement by TerreStar does not, and shall not, violate any agreements, rights or obligations between TerreStar and any third party; TerreStar is and shall remain in compliance with all applicable licenses, permits and regulatory requirements; and this Agreement has been duly and validly executed and delivered by TerreStar and, without further action, constitutes a valid and legally binding obligation of TerreStar.
