Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has the full corporate right, power and authority to enter into this Agreement agreement and perform and observe all obligations and conditions to perform the acts required of be performed or observed by it pursuant to under this Agreement, agreement without any restriction by any other agreement or otherwise; (bii) the execution of this Agreement execution, delivery and performance of its obligations pursuant to this Agreement do not agreement have been duly authorized by all necessary corporate action of that Party; and shall not violate any other agreement to which it is a party, (ciii) this Agreement agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsthat Party.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that (ai) it has the full all requisite corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to its obligations under this Agreement, (bii) the execution of this Agreement and the performance by such Party of its obligations pursuant to hereunder have been duly authorized, (iii) this Agreement do is legally binding and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does not and shall not violate create a material breach or material default under any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsParty.

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

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

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that (a) it has the full corporate rightexecution, delivery and performance of this Agreement by such Party are within its power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, has been duly authorized by all necessary corporate action; (b) this Agreement is legal and valid and the execution obligations binding upon such Party are enforceable by their terms; and (c) the execution, delivery and performance of this Agreement and performance of its obligations pursuant to this Agreement do by such Party does not and shall not violate conflict with any other agreement agreement, instrument or understanding, oral or written, to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities party or by which it undertakes in connection with this Agreement shall may be performed in compliance with all applicable laws, rules and regulationsbound.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the acts required other Party the rights granted to such other Party under this Agreement; (b) it has obtained all necessary corporate approvals to enter into and execute this Agreement; and (c) it is not presently a party to, nor will it enter into or assume during the Term of it pursuant to this Agreement, (b) any contract or other obligation with a Third Party that would in any way limit the execution of this Agreement and performance of its obligations pursuant to under this Agreement do not and shall not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsAgreement.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party party that: (a) it has the full corporate all necessary right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, its obligations here under; (b) the execution and delivery of this Agreement Agreement, and the performance of its obligations pursuant to this Agreement here under, do not conflict with and shall will not violate result in a breach of any other agreement to which it is a party, party or by which its assets are bound; and (c) this Agreement constitutes the legal, legally valid and binding obligation of such Party when executed and delivered and (d) any and all activities party enforceable against it undertakes in connection accordance with this Agreement shall its terms, except as such enforcement may be performed in compliance with all limited by applicable laws, rules and regulationslaw.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: that (ai) it has the full corporate rightrequisite authority and power, power and authority has taken, or will take, all requisite actions, to enter into this Agreement execute and to perform the acts required of it pursuant to its obligations under this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is a party, (cii) this Agreement constitutes the a legal, valid and binding obligation of such Party, enforceable against such Party when executed and delivered in accordance with its terms, and (diii) any and all activities it undertakes in connection with this Agreement shall be performed in compliance does not conflict with all applicable laws, rules and regulationsor 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 represents and warrants to the other Party that: : (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance by its representative whose signature is set forth at the end of its obligations pursuant to this Agreement do not has been duly authorized by all necessary corporate, governmental or other organizational action of such Party; and (b) when executed and shall not violate any other agreement to which it is a partydelivered by both parties, (c) this Agreement constitutes will constitute the legal, valid and binding obligation of such Party, enforceable against such Party when executed and delivered and (d) any and all activities it undertakes in connection accordance with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsits terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has the full corporate right, power and legal authority to enter into this Agreement and to perform its obligations hereunder and the acts required consent of it pursuant to this Agreement, (b) the execution of a third party is not necessary for this Agreement to be binding on the Parties; (ii) is licensed to operate its business in the manner contemplated herein, and performance of its obligations pursuant to (ii) each person signing this Agreement do not and shall not violate any other agreement on behalf of an entity is duly authorized to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of bind such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsentity.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that (ai) it has the full all requisite corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to its obligations under this Agreement, (bii) the execution of this Agreement and the performance by such Party of its obligations pursuant to hereunder have been duly authorized, (iii) this Agreement do is legally binding and enforceable on each Party in accordance with its terms, and (iv) the performance of this Agreement by it does not and shall not violate create a breach or default under any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsParty.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has the full all requisite corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to its obligations under this Agreement, ; (bii) the execution of this Agreement and the performance by such Party of its obligations pursuant to hereunder have been duly authorized; (iii) this Agreement do is legally binding and enforceable on each Party in accordance with its terms; and (iv) the performance of this Agreement by it does not and shall not violate create a breach or default under or conflict with any other agreement or obligation to which it is a party, (c) this Agreement constitutes the legalor violate any applicable law, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable lawsorder, rules and regulationsrule or regulation.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) that it has the full corporate right, power and authority authority, including all necessary licenses, to enter into and perform its responsibilities under this Agreement without the need for any third-party consents or approvals, and to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do that doing so will not and shall not violate conflict with any other agreement to which it is a party, (c) this Agreement constitutes party or any other legal obligation by which it or its assets is bound. Each Party represents and warrants to the legal, valid and binding obligation other that all of such Party when executed and delivered and (d) any and all its activities it undertakes under or in connection with this Agreement shall will be performed in compliance with all applicable laws, rules and regulationslaw.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that (ai) it has the full all requisite corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to its obligations under this Agreement, (bii) the execution of this Agreement and the performance by such Party of its obligations pursuant to hereunder have been duly authorized, (iii) this Agreement do is legally binding and enforceable on such Party in accordance with its terms, and (iv) the performance of this Agreement by it does not and shall not violate create a material breach or material default under any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsParty.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has the full all requisite corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to its obligations under this Agreement, ; (bii) the execution of this Agreement and the performance by such Party of its obligations pursuant to hereunder have been duly authorized; (iii) this Agreement do is legally binding and enforceable on each Party in accordance with its terms; and (iv) the performance of this Agreement by it does not and shall not violate create a breach or default under or conflict with any other agreement or obligation to which it is a partyParty, (c) this Agreement constitutes the legalor violate any applicable law, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable lawsorder, rules and regulationsrule or regulation.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the acts required of it pursuant other Party the rights granted to such other Party under this Agreement, (b) it has obtained all necessary corporate approvals to enter into and execute this Agreement, and (c) it is not presently a party to, nor will it enter into or assume during the execution Term of this Agreement and Agreement, any contract or other obligation with a Third Party that would in any way limit the performance of its obligations pursuant to under this Agreement do not and shall not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsAgreement.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has the full corporate right, power and authority to enter into this Agreement the Agreement, to grant the licenses granted hereunder and to perform the acts required of it pursuant to this Agreement, hereunder; (bii) the execution of this the Agreement by it and the performance of its obligations pursuant to this Agreement and duties hereunder, do not and shall will not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities party or by which it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations.is otherwise bound;

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the that they have full corporate right, power and authority to enter into execute and deliver this Agreement and to perform grant the acts required of it pursuant to licenses contemplated in this Agreement, (b) to perform its obligations under this Agreement, and to consummate the execution of transactions contemplated by this Agreement and performance of its obligations pursuant to the transactions contemplated by this Agreement do not and shall will not violate any other applicable law, rule or regulation and will not conflict with, or result in a breach of. any of the terms of. or constitute a default under. any agreement to which Licensor is a party or by which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsbound.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party party that: (ai) it has the full corporate right, power and authority right to enter into this Agreement and all necessary actions, corporate or otherwise, have been taken to perform authorize the acts required execution and delivery of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is constitutes a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered party; and (dii) it shall, in all material respects, comply with and act in accordance with any and all activities it undertakes in connection with applicable Laws as such Laws relate to such party and/or this Agreement shall be performed in compliance with all applicable laws, rules and regulationsAgreement.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party party that: (ai) it has the full corporate right, power and authority right to enter into this Agreement and all necessary actions, corporate or otherwise, have been taken to perform authorize the acts required execution and delivery of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is constitutes a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered party; and (dii) it shall, in all b. material respects, comply with and act in accordance with any and all activities it undertakes in connection with applicable Laws as such Laws relate to such party and/or this Agreement shall be performed in compliance with all applicable laws, rules and regulationsAgreement.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to its obligations under this Agreement, ; (b) the execution of this Agreement and performance by its representative has been duly authorized by all necessary corporate or organizational action of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is a such party, ; (c) when executed and delivered by both parties, this Agreement constitutes will constitute the legal, valid and binding obligation of such Party when executed and delivered party, enforceable against such party in accordance with its terms; and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance comply with all applicable laws, rules laws and regulationsregulations in performing its obligations under this Agreement.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: : (a) it has the full requisite corporate right, power and authority capacity to enter into this Agreement and to perform the acts required of it pursuant to execute this Agreement, grant the rights and licenses granted herein and perform this Agreement in the other aspects; (b) the upon execution of and delivery, this Agreement and performance of shall constitute its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and obligations enforceable against it in accordance with its terms; and (dc) any and all activities it undertakes shall perform its obligations hereunder in connection with this Agreement shall be performed in compliance accordance with all applicable laws, rules and regulationsthe requirements of the Laws.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that (a) it has the full corporate rightexecution, delivery and performance of this Agreement by such Party are within its power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, has been duly authorized by all necessary corporate action; (b) this Agreement is legal and valid and the execution obligations binding upon such Party are enforceable by their terms; and (c) the execution, delivery and performance of this Agreement and performance of its obligations pursuant to this Agreement do by such Party does not and shall not violate conflict with any other agreement agreement, instrument or understanding, oral or written, to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities party or by which it undertakes in connection with this Agreement shall may be performed in compliance with all applicable laws, rules and regulations.bound. #95527590v1

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: : (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its obligations pursuant and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement do not and shall not violate any other agreement to which it is a party, ▇▇▇▇; and (c) this Agreement constitutes ▇▇▇▇ will constitute the legal, valid and binding obligation of such Party, enforceable against such Party when executed and delivered and (d) any and all activities it undertakes in connection accordance with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsits terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that:‌ (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance by its representative whose signature is set forth at the end of its obligations pursuant to this Agreement do not has been duly authorized by all necessary corporate, governmental or other organizational action of such Party; and (b) when executed and shall not violate any other agreement to which it is a partydelivered by both parties, (c) this Agreement constitutes will constitute the legal, valid and binding obligation of such Party, enforceable against such Party when executed and delivered and (d) any and all activities it undertakes in connection accordance with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsits terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority that it: i. Is authorized to enter into this Agreement on the terms and to perform conditions set forth herein; ii. Will not act in any manner that conflicts or interferes with any existing commitment or obligation of the acts required of it pursuant to this Agreementother Party, (b) and that no agreement previously entered into by the execution of this Agreement and Party will interfere with the performance of its obligations pursuant to under this Agreement do not and shall not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes Agreement; iii. Shall perform its obligations hereunder in connection with this Agreement shall be performed in full compliance with all any applicable laws, rules rules, and regulationsregulations of any governmental authority having jurisdiction over such performance.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: that (a) it such Party has the full corporate right, required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and maintain all licenses, permits and certifications required for such Party in connection with the acts required performance of it pursuant to this Agreement, such Services; (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement hereunder do not and shall will not violate any other agreement to which it is a party, ; and (c) this Agreement constitutes the a legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationssigned by both Parties.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power right and authority to enter into this Agreement and to perform the acts required all of it pursuant to this Agreement, its obligations set forth herein; (b) it is duly organized, validly existing and in good standing under the execution laws of the jurisdiction of its organization; and (c) the execution, delivery and performance of this Agreement and performance of its obligations pursuant to this Agreement do does not and shall will not conflict with or violate its organizational documents or the terms of any other agreement to which it is a with another party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized and validly existing under the laws of the jurisdiction in which it was organized and has the full corporate right, or limited liability company power and authority to enter into this Agreement and to perform carry out the acts required of it pursuant to this Agreement, provisions hereof; (b) the execution of it is duly authorized to execute and deliver this Agreement and performance of to perform its obligations pursuant to hereunder and the person executing this Agreement on its behalf has been duly authorized to do not and shall not violate any other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and so by all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations.requisite corporate action; and

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: that (a) it has all the full corporate right, necessary power and authority to enter into and perform its obligations under this Agreement and to perform the acts required (b) this Agreement has been duly authorized, executed and delivered by it and its execution and delivery of it pursuant to this Agreement, (b) and the execution of this Agreement and performance of its obligations pursuant to this Agreement do and duties hereunder, will not and shall not (i) conflict with or violate any agreement or other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsobligation.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: 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 the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreementsuch Party’s organizational documents, (b) the execution of this Agreement and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement agreement, instrument or contractual obligation to which it such Party is a partybound in any material respect, (c) this Agreement constitutes the legalany requirement of any applicable laws, valid and binding obligation of such Party when executed and delivered and or (d) any and all activities it undertakes order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in connection with this Agreement shall be performed in compliance with all effect applicable laws, rules and regulationsto such Party.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: : (a) it has the full corporate right, power power, and authority to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, its obligations hereunder; (b) the execution of this Agreement and performance by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is a party, such Party; and (c) when executed and delivered by such Party, this Agreement constitutes shall constitute the legal, valid valid, and binding obligation of such Party, enforceable against such Party when executed and delivered and (d) any and all activities it undertakes in connection accordance with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsits terms.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: that (a) it has the full corporate right, power right and authority capacity to enter into this Agreement and to perform the acts required of it pursuant to this Agreement, ; (b) this Agreement is legal and valid and the execution obligations binding upon such Party are enforceable in accordance with their terms; and (c) that the execution, delivery and performance of this Agreement and performance of its obligations pursuant does not conflict with any agreement, instrument or understanding, oral or written, to this Agreement do not and shall not which such Party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agreement to which it is a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsagency having jurisdiction over it.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other Party that: (ai) that it has the full corporate right, power legal right and authority to enter into and perform its obligations under this Agreement; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party; and to perform the acts required of it pursuant to (iii) that this Agreement, (b) the execution of this Agreement when executed and performance of its obligations pursuant to this Agreement do not and shall not violate any other agreement to which it is delivered, will constitute a party, (c) this Agreement constitutes the legal, valid and binding obligation of such Party when executed party and delivered and (d) any and all activities it undertakes will be enforceable against such party in connection accordance with this Agreement shall be performed in compliance with all applicable laws, rules and regulationsits terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (ai) it has the full corporate right, power and authority to enter into this Agreement Agreement, grant the licenses set forth herein and to perform the acts required of it pursuant to this Agreement, discharge its obligations hereunder; and (bii) the execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement do hereunder does not and shall will not violate any other agreement to which it is a party, Party or by which it is or will be otherwise bound (ciii) this Agreement constitutes the legal, valid and binding obligation of such Party when executed and delivered and (d) it shall separately comply with its obligations under any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulationslaw.