Mutual Representations & Warranties Sample Clauses

Mutual Representations & Warranties. Each Party represents and warrants to the others that:

Mutual Representations & 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 right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

Mutual Representations & Warranties. Each Party represents and warrants the following: (a) the Party’s execution, delivery and performance of this 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 and (iii) are not subject to the consent or approval of any third party; (b) this Agreement is the valid and binding obligation of the representing Party, enforceable against such Party in accordance with its terms; and (c) 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.

Mutual Representations & Warranties. RA and ORGANIZATION each warrant to the other that (a) it is duly organized and validly existing and has full power and legal right to execute and deliver the Agreement and to perform the obligations of the Binding Documents on its part to be performed; (b) the execution, delivery and performance of the Agreement and acceptance and performance of the other Binding Documents have been duly authorized by all necessary corporate and governmental action; and (c) the Agreement and the other Binding Documents are its valid and binding obligations, enforceable against it in accordance with their terms.

Mutual Representations & Warranties. Each Party represents and warrants that: (1) it has full right, power and authority to enter into this Agreement and grant and convey any rights set forth herein, including but not limited to the rights with respect to the Marks; (2) all approvals, rights, and authorizations necessary for execution, delivery, and performance of this Agreement have been obtained (including Client’s grant of rights as set forth herein) and this Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms, and nothing contained herein violates, interferes with, or infringes upon the rights of any third party; (3) its signatory is duly authorized and empowered to bind it to this Agreement; and (4) it has complied with all applicable laws, ordinances, codes, rules, and regulations (“Applicable Law”) relating to this Agreement.

Mutual Representations & Warranties. Each party represents and warrants that it is duly organized, validly existing and in good standing in its State of incorporation, and has full power and authority to enter into this Agreement and fulfill its obligations hereunder. Customer further represents and warrants to Host Provider that the contents of all final information and materials provided by Customer to Host Provider hereunder (without modification by Host Provider and when used specifically as authorized by Customer) [to the best of Customer’s [actual or constructive] knowledge]: (i) are true and accurate in every respect; (ii) do not violate any applicable law, rule or regulation (including any and all applicable advertising regulations) and/or the terms hereof; and (iii) do not violate the third party rights of any person or entity (including, without limitation, intellectual property, privacy, or publicity rights). Host Provider further represents and warrants to Customer the following: (i) Host Provider shall not make any changes to Customer’s finally submitted Ad copy without Customer’s prior written approval in each instance, and shall only use any and all such information and materials specifically as authorized by Customer and in no other manner and for no other purpose; and (ii) The Host Site (in whole and in part), and any materials or information provided to Customer by or on behalf of Host Provider hereunder, [to the best of Host Provider’s [actual or constructive] knowledge]: (aa) are true and accurate in every respect; (bb) do not violate any applicable law, rule or regulation (including any and all applicable advertising regulations) and r the terms he of an (cc) do not violate the third party rights of any person or entity ( ncluding, itho t limitation, intellectual property, privacy, or publicity rights).

Mutual Representations & Warranties. Each party represents and warrants to the other party that: 8.1.1 such party has been duly incorporated and is validly existing under the laws under which such party is incorporated; 8.1.2 such party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; 8.1.3 the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and 8.1.4 when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

Mutual Representations & Warranties. Each Party represents, warrants and covenants to the other Party that: (i) it is duly organized, validly existing and in good standing as a corporation or other entity

Mutual Representations & Warranties. Each Party represents to the other Party that: a. It is duly organized, validly existing and in good standing as a limited liability company or other entity as represented herein under the laws of its jurisdiction of formation and organization; b. It has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; c. The execution of this Agreement by its representative whose signature is set forth at the end of hereof has been duly authorized by all necessary organizational action of the Party; d. When executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and e. Its collection, access, use, storage, disposal and disclosure of its own Confidential Information does and will comply with all applicable federal, state, local, and foreign privacy and data protection laws; and f. It will comply with applicable data protection laws in its performing its rights and obligations under this Agreement, including NYS Education Law Section 2-d and any amendments or modiciations thereto. The Parties agree that the Data Sharing and Confidentiality Agreement, attached to this Agreement as Exhibit B, will apply with respect to Vendor’s obligations under Section 2-d.