Mutual Representation and Warranties. Each Party represents to the other that:
Mutual Representation and Warranties. Each Party hereby represents and warrants that:
Mutual Representation and Warranties. Each Party represents and warrants to the other that (a) it has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized and shall not result in any violation of, be in conflict with or constitute a default under any contract, obligation or commitment to which it is a Party or by which it is bound or under any Applicable Law, and (c) this Agreement is the legally valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity.
Mutual Representation and Warranties. Each of Synergy and Contractor hereby represents, warrants and covenants to the other that:
Mutual Representation and Warranties. Each Party represents and warrants the following: (a) it is in good standing in the state of its incorporation and is qualified to do business in each of the states in which it has operations, (b) it has secured, or shall secure, all permits, licenses, regulatory approvals, and registrations required to perform its obligations pursuant to this Services Agreement; (c) it shall perform all obligations pursuant to this Services Agreement, and shall ensure that its Representatives and Subcontractors shall perform all obligations pursuant to this Services Agreement in compliance with all laws, rules, regulations and other legal requirements, including, but not limited to, Privacy Laws; (d) this Services Agreement is the valid and binding obligation of the representing Party, enforceable against such Party in accordance with its terms; (e) 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 (f) its execution, delivery and performance of this Services 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, (iii) will not result in the breach of any other agreement or obligation, and (iv) except as set forth on Schedule I, are not subject to the consent or approval of any third party.
Mutual Representation and Warranties. Each Party represents and warrants to the other Party (a) that its signatory to this Agreement is duly authorized to execute and deliver this Agreement on the Party’s behalf. (b) that it has the corporate authority and power to enter into and to perform this Agreement, and (c) that this Agreement constitutes the valid and legally binding obligation of that Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditor’s rights generally, and by general equitable principles.
Mutual Representation and Warranties. Each party hereby represents and warrants to the other party as follows: (i) it is a validly existing organization in good standing under the laws of the state in which it was organized; and (ii) it has the full right to enter into this Agreement and bound by all of the terms set forth herein without violating any applicable law, rule, or regulation.
Mutual Representation and Warranties. Each Party represents to the other that: (a) They are not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and conditions of this Agreement. (b) The person executing this Agreement on behalf of the respective party has the requisite power and authority to execute this Agreement and to cause the respective party to be legally bound. (c) No suits, actions or proceedings are threatened or pending that will adversely affect its ability to perform its obligations under this Agreement.
Mutual Representation and Warranties. Each of Novavax and CPLB hereby represents, warrants and covenants to the other as of the Effective Date that:
Mutual Representation and Warranties. Each Party hereby represents and warrants that, as of the Effective Date, (A) such Party: (i) is authorized to enter into and perform this Agreement; (ii) is aware of no legal, contractual or other restriction, limitation or condition that might materially affect adversely its ability to perform its obligations hereunder; and (iii) is duly organized and validly existing in the jurisdiction in which it is organized and is authorized to do business under the laws of each jurisdiction in which it engages in business activities, and (B) assuming this Agreement has been duly authorized, executed and delivered by the other Party, constitutes, and the Quality Agreement will be duly executed and delivered by such Party and upon the due authorization, execution and delivery by the other Party will constitute, a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles.
