Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants that: that (ai) it has all requisite power and full corporate or other authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that (ii) when executed and delivered by such party, this Agreement will constitute the Agreement is a legal, valid and binding agreement by obligation of such Party; (b) the execution of the Agreementparty, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it such party in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other that: (a) it this Agreement has all requisite power been duly executed and authority to execute delivered and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is constitutes a valid and binding agreement by enforceable against such Partyparty in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution of the Agreementexecution, delivery, and its performance under it, will of this Agreement does not constitute a breach violate the laws of any jurisdiction or default of, the terms or otherwise violate conditions of any other agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis otherwise bound.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has all requisite the full corporate right, power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; acts required of it pursuant to this Agreement, (b) the execution of the Agreement, this Agreement and performance of its performance under it, will obligations pursuant to this Agreement do not constitute a breach or default of, or otherwise and shall not violate any other agreement to which it is a party or violate any right of any third parties arising therefrom; and party, (c) the this Agreement constitutes a the legal, valid and binding agreement enforceable against obligation of such Party when executed and delivered and (d) any and all activities it undertakes in accordance connection with its termsthis Agreement shall be performed in compliance with all applicable laws, rules and regulations.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: to the other Party that (ai) it has the requisite authority and power, and has taken, or will take, all requisite power and authority actions, to execute and enter into the Agreement and perform its obligations therein and hereunder and that the under this Agreement, (ii) this Agreement is constitutes a legal, valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it such Party in accordance with its terms, and (iii) this Agreement does not conflict with or violate any other agreement or undertaking to which such Party is a party or by which it or its assets is otherwise bound.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder hereunder, and that the Agreement is a valid and binding agreement by such Partyparty; and (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate violate, any agreement to which it is a party party, or violate any right of any third parties party arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other that: (ai) it has all requisite full power and authority to execute and enter into the Agreement this agreement and perform its and observe all obligations therein and hereunder conditions to be performed or observed by it under this agreement without any restriction by any other agreement or otherwise; (ii) the execution, delivery and performance of this agreement have been duly authorized by all necessary corporate action of that Party; and (iii) this agreement constitutes the Agreement is a legal, valid and binding agreement by such obligation of that Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party that: (a) it such party has all requisite the full power and authority to execute and enter into the this Agreement and to perform its obligations therein hereunder, without the need for any consents, approvals or immunities not yet obtained; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the such party’s execution of the Agreement, and its performance under it, will this Agreement shall not constitute a breach any oral or default of, or otherwise violate written agreement with any agreement to which it is a third party or violate any right of obligation owed by such party to any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it party to keep any information or materials in accordance with its termsconfidence or in trust.

Mutual Representations and Warranties. Each Party represents and warrants that: that (ai) it has all requisite the full corporate right, power and authority to execute and enter into the Agreement and to perform its obligations therein and hereunder and that thereunder; (ii) the Agreement is a has been duly executed and delivered by such Party and constitutes the valid and binding agreement by of such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it such Party in accordance with its terms; (iii) it has no agreement nor any other obligation to any third party that would in any way interfere, hamper, or limit is ability to carry out and fulfill its obligations under the Agreement.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite full power and authority to execute and enter into the Agreement and perform its obligations therein be bound by this Agreement; and hereunder it will comply with all laws and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement regulations to which it is a party subject applying to the provision, or violate any right use, of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsService, as the case may be.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants covenants to the other that: (a) it has all requisite necessary right, power and authority ability to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyherein; (b) the execution of the Agreement, and its performance under it, will not constitute a breach no authorization or default of, or otherwise violate any agreement to which it is a party or violate any right of approval from any third parties arising therefromparty is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the this Agreement constitutes a legal, valid and binding agreement obligation, enforceable against it in accordance with its termsterms and; (d) the Party’s performance of its obligations under this Agreement do not violate any applicable laws or breach any other agreement to which such Party is bound.

Mutual Representations and Warranties. A. Each Party party represents and warrants that: to the other party that (a1) it is validly existing, in good standing, and is qualified to do business in each jurisdiction where it will conduct business under this Agreement; (2) the signing, delivery and performance of this Agreement by the party has all requisite power been properly authorized; and authority (3) no claims, actions or proceedings are pending or, to execute and enter into the Agreement and knowledge of the party, threatened against or affecting the party that may, if adversely determined, reasonably be expected to have a material adverse effect on the party’s ability to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; and (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants that: (ai) it is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it has all requisite power the full right, power, and authority to execute and enter into the this Agreement and to perform its respective obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefromhereunder; and (ciii) it will not be in violation of any terms and conditions of any agreement with any other individual or entity by agreeing to the terms and conditions of this Agreement constitutes a valid and binding agreement enforceable against it in accordance with performing its termsrespective obligations hereunder.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party during the Term that: (a) it such party has all requisite the power and authority to execute and enter into the deliver this Agreement and perform its obligations therein has taken all necessary corporate action to authorize the execution and hereunder delivery of this Agreement; and that the Agreement is a valid and binding agreement by such Party; (b) this Agreement is and shall be the execution of the Agreementlegal, valid, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a binding obligation of such party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement shall be enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants toward the other Party hereto that: (ai) it has all requisite power the full power, legal capacity, and authority to execute enter into, deliver and enter into the Agreement and fully perform its respective obligations therein set forth in this Agreement; and hereunder and that the Agreement is a valid and binding agreement by such Party; (bii) the execution or performance of the Agreement, and its performance under it, this Agreement will not constitute result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or default of, or otherwise violate any agreement law to which it such Party is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsbound.

Mutual Representations and Warranties. Each Party party hereby represents and warrants that: (ai) that it has all requisite power the legal right and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and under this Agreement; (ii) that the execution and performance of this Agreement is will not conflict with or violate any provision of any law having applicability to such party; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding agreement by obligation of such Party; (b) the execution of the Agreement, party and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement be enforceable against it such party in accordance with its terms.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants that: (a) it has all requisite the full power and authority to execute and enter into the Agreement this Order Form and to perform its obligations therein hereunder, without the need for any consents, approvals or immunities not yet obtained; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution its acceptance of the Agreement, and its performance under it, will this Order Form shall not constitute a breach any oral or default of, or otherwise violate written agreement with any agreement to which it is a third party or violate any right of obligation owed by it to any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it party to keep any information or materials in accordance with its termsconfidence or in trust.

Mutual Representations and Warranties. Each Party represents and warrants that: that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite the necessary power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; under this Agreement, (b) the this Agreement has been duly authorized, executed and delivered by it and (c) its execution and delivery of the this Agreement, and the performance of its performance under itobligations hereunder, will not constitute conflict with or result in a violation, breach or default of, or otherwise violate of any other agreement to which to'which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite power the full right and authority to execute and enter into the this Agreement and to perform all of its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partyset forth herein; (b) it is duly organized, validly existing and in good standing under the execution laws of the Agreement, and jurisdiction of its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefromorganization; and (c) the execution, delivery and performance of this Agreement constitutes a valid does not and binding will not conflict with or violate its organizational documents or the terms of any agreement enforceable against it in accordance with its termsanother party.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: to the other Party that the execution and delivery of the Agreement and the performance by it of the transactions contemplated thereby have been duly authorized and will not violate (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; ’s organizational documents, (b) the execution of the Agreementany agreement, and its performance under it, will not constitute a breach instrument or default of, or otherwise violate any agreement contractual obligation to which it such Party is a party or violate bound in any right of any third parties arising therefrom; and material respect, (c) the Agreement constitutes a valid and binding agreement enforceable against it any requirement of any applicable laws, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in accordance with its termseffect applicable to such Party.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) that it has all requisite power power, authority and authority approvals to enter into, execute and enter into deliver this Agreement (the Agreement and perform its obligations therein and hereunder and that the Agreement is foregoing, however, shall not be construed as a valid and binding agreement by such Party; (b) the execution warranty of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsnon­infringement).

Mutual Representations and Warranties. Each Party party represents and warrants that: (ai) it has all requisite the full right, power and authority to execute and enter into this Agreement, grant the Agreement licenses set forth herein and perform to discharge its obligations therein hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (bii) the execution and delivery of this Agreement and the Agreement, performance of its obligations hereunder does not and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right by which it is or will be otherwise bound (iiii) Each Party will comply with all laws, rules and regulations applicable to the execution of any third parties arising therefrom; their respective obligations and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsresponsibilities under this Agreement.

Mutual Representations and Warranties. Each Party party represents and warrants that: that (ai) it has all requisite power and full corporate authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that (ii) when executed and delivered by such party, this Agreement will constitute the Agreement is a legal, valid and binding agreement by obligation of such Party; (b) the execution of the Agreementparty, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it such party in accordance with its terms.

Mutual Representations and Warranties. Each Party represents and warrants that: that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite the necessary power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; under this Agreement, (b) the this Agreement has been duly authorized, executed and delivered by it and (c) its execution and delivery of the this Agreement, and the performance of its performance under itobligations hereunder, will not constitute conflict with or result in a violation, breach or default of, or otherwise violate of any other agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party party represents and warrants that: (a) that it has all requisite the power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and hereunder, that the this Agreement is a valid binding on and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it the parties in accordance with its terms, and that compliance by each party with its obligations hereunder shall not conflict with or result in a breach of any agreement to which such party is a party or is otherwise bound.

Mutual Representations and Warranties. ‌ Each Party represents and warrants toward the other Party hereto that: (ai) it has all requisite power the full power, legal capacity, and authority to execute enter into, deliver and enter into the Agreement and fully perform its respective obligations therein set forth in this Agreement; and hereunder and that the Agreement is a valid and binding agreement by such Party; (bii) the execution or performance of the Agreement, and its performance under it, this Agreement will not constitute result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or default of, or otherwise violate any agreement law to which it such Party is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsbound.

Mutual Representations and Warranties. Each Party represents and warrants thatwarrants: (ai) that it is duly organized, validly existing and in good standing, and is qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out its obligations under this Agreement; (ii) its execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement of such Party; and (iii) it has all requisite power the full right, power, and authority to execute and enter into and be bound by the terms and conditions of this Agreement and to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each Party party represents and warrants thatto the other party: (ai) it such party has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein as described hereunder; (ii) such party is duly organized and hereunder in good standing under the laws of the jurisdiction of its organization, and that the Agreement is a has all requisite power and authority to conduct its business as currently conducted; and (iii) these Terms have been duly executed and delivered by such party and constitutes its legal, valid and binding agreement by such Party; (b) the execution of the Agreementobligation, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsthe Terms hereof.

Mutual Representations and Warranties. Each Party represents and warrants that: (ai) it has all requisite the full right, power and authority to execute and enter into this Agreement, grant the Agreement licenses set forth herein and perform to discharge its obligations therein hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (bii) the execution and delivery of this Agreement and the Agreement, performance of its obligations hereunder does not and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party Party or violate any right of any third parties arising therefrom; and by which it is or will be otherwise bound (ciii) the Agreement constitutes a valid and binding agreement enforceable against it in accordance shall separately comply with its termsobligations under any applicable law.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has all requisite the power and authority to execute and enter into the this Agreement and to perform its obligations therein and hereunder and that to grant to the Agreement is a valid and binding agreement by other Party the rights granted to such Party; other Party under this Agreement, (b) the execution of the it has obtained all necessary corporate approvals to enter into and execute this Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) it is not presently a party to, nor will it enter into or assume during the Agreement constitutes Term of this Agreement, any contract or other obligation with a valid and binding agreement enforceable against it Third Party that would in accordance with any way limit the performance of its termsobligations under this Agreement.

Mutual Representations and Warranties. Each Party party hereby represents and warrants that: (a) it has all requisite the full corporate right, power and authority to execute and enter into the Agreement Standard Terms and to perform its obligations therein hereunder; and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the AgreementStandard Terms by such party, and the performance by such party of its performance under itobligations and duties hereunder, do not and will not constitute a breach or default of, or otherwise violate any agreement to which it such party is a party bound or violate any right obligation of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termssuch party.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all requisite that they have full power and authority to execute and enter into the deliver this Agreement and to grant the licenses contemplated in this Agreement, to perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its performance under it, to consummate the transactions contemplated by this Agreement and the transactions contemplated by this Agreement will not violate any applicable law, rule or regulation and will not conflict with, or result in a breach of. any of the terms of. or constitute a breach or default of, or otherwise violate under. any agreement to which it Licensor is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against by which it in accordance with its termsis bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: (a) it this Agreement has been duly and validly executed and delivered by such Party and constitutes a legal and binding obligation enforceable against such Party in accordance with its terms; (b) such Party has all requisite necessary power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the in accordance with this Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the such Party’s execution, delivery and performance of this Agreement constitutes a valid and will not conflict with or violate any agreement or other obligation applicable to such Party or binding agreement enforceable against it in accordance with upon its termsassets.

Mutual Representations and Warranties. Each Party represents and warrants that: (a) that it has all requisite power power, authority and authority approvals to enter into, execute and enter into the deliver this Agreement and to perform fully its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the under this Agreement, and its entering into this Agreement and performance under it, of this Agreement will not constitute a conflict with, or result in the breach or default of, any express or otherwise violate implied obligation or duty (contractual or otherwise) that it now or in the future owes to any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and binding agreement enforceable against it in accordance with its termsother person.

Mutual Representations and Warranties. Each Party represents and warrants that: that (ai) it has all requisite the legal power and authority and all other necessary rights to execute and enter into the this Agreement and perform its obligations therein and hereunder and that consummate the Agreement is a valid transactions contemplated hereby without the necessity of any act or consent of any other person or entity and binding agreement by such Party; (bii) the execution of person executing this Agreement on its behalf has the Agreement, full right and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement authority to which it is a party or violate any right of any third parties arising therefrom; enter this Agreement and (c) the Agreement constitutes a valid to bind such Party to each and binding agreement enforceable against it in accordance with its termsevery obligation herein.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other party that: (ai) it is duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of its organization and has all requisite necessary power and authority to execute and enter into the Agreement these Terms; (ii) entering into these Terms, exercising its rights hereunder and perform performing its obligations therein hereunder do not and hereunder and that the Agreement is a valid and binding agreement by such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any applicable law or other agreement to which it is a party or violate any right of any third parties arising therefromparty; and (ciii) the Agreement constitutes these Terms constitute a valid and binding agreement obligation of it, enforceable against it in accordance with its their terms.

Mutual Representations and Warranties. 9.1.1 Each Party hereby represents and warrants that: to the other Party that such Party (ai) it has all requisite the power and authority and the legal right to execute and enter into the Agreement and to perform its obligations therein and hereunder and that (ii) has taken all necessary action on its part to authorize the execution and delivery of the Agreement is a valid and binding agreement by the performance of its obligations hereunder. The Agreement has been duly executed and delivered on behalf of such Party; (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom; and (c) the Agreement constitutes a valid and legal, valid, binding agreement obligation, enforceable against it such Party in accordance with its terms.

Mutual Representations and Warranties. Each Party hereby represents and warrants that: to the other Party that (a) it has all requisite power the right and authority capacity to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such Partythis Agreement; (b) this Agreement is legal and valid and the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefromobligations binding upon such Party are enforceable in accordance with their terms; and (c) that the execution, delivery and performance of this Agreement constitutes a valid and binding agreement enforceable against it in accordance does not conflict with its termsany agreement, instrument or understanding, oral or written, to which such Party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.