Common use of Mutual Clause in Contracts

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations it may have to any other person.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right power and authority to execute and deliver enter into this Agreement and to perform its obligations under this Agreementthat the Party’s execution, (c) this Agreement once executed will constitute a legaldelivery, valid and binding agreement enforceable against it and (d) its performance of this Agreement will (a) have been authorized by all necessary action of the governing body of the Party; (b) do not conflict with violate the terms of any obligations it law, regulation, or court order to which such party is subject or the terms of any agreement to which the Party or any of its assets may have be subject; and (c) are not subject to the consent or approval of any other personthird party, except as otherwise provided herein.

Mutual. Each Party represents and warrants that that: (ai) it is an entity duly organized, validly exists existing, and in good standing under the laws of the its jurisdiction in which it was organized, of formation; (bii) it has the full power, right all requisite power and authority to execute and deliver enter into this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it consummate the transactions contemplated herein; and (diii) its the execution, delivery, and performance of this Agreement does not and will not conflict with any obligations it may have to violation of applicable law or of any other personagreements with a third party.

Mutual. Each Party represents and warrants that to the other that: (a) it validly exists under the laws of the jurisdiction in which it was organized, (bi) it has the full power, right and authority power to execute and deliver enter into this Agreement and to perform fulfill its obligations under hereunder; (ii) entering into, and performance of its obligations under, this Agreement does not and will not violate, and is not inconsistent with, any agreements between such Party and any third parties or any applicable laws or regulations; and (iii) it shall comply with the requirements of any and all applicable federal, state, local, and other laws, regulations, rules and orders of any governmental body having jurisdiction over such Party or the activities of such Party contemplated by this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations it may have to any other person.

Mutual. Each Party represents and warrants that that: (ai) it validly exists has all corporate authority to execute and perform the Agreement; (ii) it is duly organized and in good standing under the laws of the jurisdiction in which it was organized, of its organization; (biii) it has the full power, right will comply with all applicable laws and authority to execute regulations in carrying out its responsibilities and deliver this Agreement and to perform exercising its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it rights hereunder; and (div) its performance of this Agreement will it is not conflict with a party identified on any obligations it may have to any other persongovernmental or export exclusion list.

Mutual. Each Party hereby represents and warrants that (a) that it is duly organized, validly exists existing and in good standing under the laws of the its jurisdiction in which it was organized, of incorporation or organization and (b) it has that the full power, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once when executed and delivered, will constitute a legal, valid and binding agreement obligation of such Party and will be enforceable against it and (d) such Party in accordance with its performance of this Agreement will not conflict with any obligations it may have to any other personterms.

Mutual. Each Party party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it person executing this Agreement on its behalf has the full power, right all necessary power and authority to execute do so, and deliver that upon such signature this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute is a legal, valid and binding agreement obligation enforceable against it such party, and (db) its performance of it is entering into this Agreement will not conflict with any obligations it may have to any other personin good faith.

Mutual. Each Party party represents and warrants that to the other that: (a) it validly exists under has the laws of the jurisdiction in which it was organized, legal power and authority to enter into this Agreement; (b) it has is duly organized, validly existing, and in good standing under the full power, right and authority to execute and deliver this Agreement and to perform Applicable Laws of the jurisdiction of its obligations under this Agreement, origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it Agreement; and (d) its performance of this Agreement it will not conflict comply with any obligations it may have to any other personthe Additional Warranties.

Mutual. Each Party represents and warrants that that: (a) it validly exists under the laws of the jurisdiction in which it was organized, (bi) it has the full powerright, right power and authority to execute and deliver enter into this Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations under this Agreement, hereunder; (cii) the execution of this Agreement once by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the Party; and (iii) when executed and delivered by both Parties, this Agreement will constitute a the legal, valid and binding agreement obligation of such Party, enforceable against it and (d) such Party in accordance with its performance of this Agreement will not conflict with any obligations it may have to any other personterms.

Mutual. Each Party party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations it may have to any other person.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has all the full power, right necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) and that it’s execution, delivery, and performance of its obligations under this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will shall not conflict with or violate any obligations laws to which it may have is subject, or any agreement or other obligation directly or indirectly applicable to any other person.it or binding upon its assets;

Mutual. Each Party party represents and warrants to the other party that (a) it validly exists under the laws of the jurisdiction in which it was organizedexecution, (b) it has the full powerdelivery, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement (i) is within its corporate powers, (ii) has been duly authorized by all necessary corporate action on such party’s part, and (iii) does not and will not conflict with contravene or constitute a default under, and is not and will not be inconsistent with, any obligations it may have judgment decree or order, or any contract, agreement, or other undertaking, applicable to any other personsuch party.

Mutual. Each Party represents and warrants that that: (a) the execution and delivery of this Agreement will not breach any contractual duty it validly exists under the laws of the jurisdiction in which it was organized, has to a third party; (b) it is duly incorporated and organized has the and will have full powerand sufficient right, right and title or authority to execute enter into and deliver this Agreement and to perform its obligations under this Agreement, ; and (c) it will obtain and maintain its own insurance in amounts and with coverage commensurate to the risks under this Agreement once executed will constitute a legalagreement, valid including commercial liability and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations it may have to any other persontechnology liability insurance.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right power and authority to execute and deliver enter into this Agreement and to perform its obligations under this Agreementthat the Party’s execution, (c) this Agreement once executed will constitute a legaldelivery, valid and binding agreement enforceable against it and (d) its performance of this Agreement will (a) have been authorized by all necessary action of the governing body of the Party; (b) do not conflict with violate the terms of any obligations it law, regulation, or court order to which such Party is subject or the terms of any agreement to which the Party or any of its assets may have be subject; and (c) are not subject to the consent or approval of any other personthird party, except as otherwise provided herein.

Mutual. Each Party hereby represents and warrants to the other that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement is legal and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and the obligations binding agreement upon such Party are enforceable against it in accordance with their terms, and (d) its that the execution, delivery and performance of this Agreement will does not conflict with any obligations it agreement, instrument or understanding, oral or written, to which such Party may have be bound, nor to its knowledge violate any law or regulation of any court, governmental body or administrative or other personagency having jurisdiction over it.

Mutual. Each Party represents and warrants to the other that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, power and legal right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (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) this Agreement once executed will constitute a constitutes its legal, valid and binding agreement obligation, enforceable against it and (d) in accordance with its performance of this Agreement will not conflict with any obligations it may have to any other personterms.

Mutual. Each Party represents and warrants that that: (ai) it is a duly organized and validly exists existing under the laws of the jurisdiction in which it was is organized, ; (bii) it has the full powerpower and authority, right and authority has obtained all approvals, permissions and consents necessary, to execute and deliver enter into this Agreement and to perform its obligations under this Agreement, hereunder; (ciii) this Agreement once executed will constitute a legal, valid and is legally binding agreement enforceable against upon it and enforceable in accordance with its terms; and (div) its the execution, delivery and performance of this Agreement does not and will not conflict with any obligations other arrangement to which it may have to any other personis bound.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has all the full power, right necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) and that it’s execution, delivery, and performance of its obligations under this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will shall not conflict with or violate any obligations laws to which it may have is subject, or any agreement or other obligation directly or indirectly applicable to any other person.it or binding upon its assets; 5

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement Agreement, once executed executed, will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations it may have to any other personPerson.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right power and authority to execute and deliver enter into this Agreement and to perform its obligations under this Agreementthat the Party’s execution, (c) this Agreement once executed will constitute a legaldelivery, valid and binding agreement enforceable against it and (d) its performance of this Agreement will (a) have been authorized by all necessary action of the governing body of the Party; (b) do not conflict with violate the terms of any obligations it may have to any other person.law, regulation, or court

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (di) its performance of compliance with this Agreement will not conflict with breach any obligations contractual duty it may has to a third party; and (ii) it has and will have full and sufficient right, title or authority to any other personenter into this Agreement.

Mutual. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that (a) it is duly incorporated and validly exists existing under the laws of the jurisdiction in which it was organizedof its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, (b) it has the full power, right and authority is duly authorized to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder, (c) this Agreement once executed will constitute a legal, valid is legally binding upon it and binding agreement enforceable against it in accordance with its terms and conditions and (d) its performance the execution and delivery of this Agreement will by it does not conflict with any obligations agreement to which it may have is a party, or to any other personwhich it is bound.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right power and authority to execute and deliver enter into this Agreement and to perform its obligations under this Agreementthat the Party’s execution, (c) this Agreement once executed will constitute a legaldelivery, valid and binding agreement enforceable against it and (d) its performance of this Agreement will (a) have been authorized by all necessary action of the governing body of the Party; (b) do not conflict with violate the terms of any obligations it may have law, regulation, or court order to which such Party is subject or the terms of any other person.agreement to which the Party or

Mutual. Each Party party represents and warrants to the other that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it Agreement has the full power, right been duly executed and authority to execute delivered and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it such party in accordance with its terms, and (db) its no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement will not conflict with any obligations it may have to any other personAgreement.

Mutual. Each Party represents and warrants that (a) it validly exists under the laws performance by that Party pursuant to this Agreement will not conflict with or result in a breach or violation of any of the jurisdiction in terms or provisions, or constitute a default under, any agreement by which it was organizedsuch Party, or any of its properties, is bound, (b) it such Party is, and will remain throughout the Term, in material compliance with all applicable laws and regulations, and (c) such Party has the full power, right corporate power and authority to execute enter into and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations it may have to any other person.

Mutual. Each Party represents and warrants that the Party’s execution, delivery, and performance of this Agreement: (a) it validly exists under the laws of the jurisdiction in which it was organized, has been authorized by all necessary corporate action; (b) it has does not violate the full powerterms of any law, right regulation, or court order to which such Party is subject or the terms of any agreement to which the Party or any of its assets may be subject; and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance is not subject to the consent or approval of this Agreement will not conflict with any obligations it may have to any other personthird party.

Mutual. Each Party party represents and warrants to the other that (ai) it is duly organized, validly exists existing and in good standing under the laws of the jurisdiction in state and/or country under which it was is organized, (bii) it has the full power, right power and authority to execute and deliver enter into this Agreement and to perform fully its obligations under hereunder; (iii) the obligations created by this Agreement, (c) this Agreement once executed will insofar as they purport to be binding on it, constitute a legal, valid and binding agreement obligations enforceable against it and (d) its performance of this Agreement will not conflict in accordance with any obligations it may have to any other persontheir terms.

Mutual. Each Party represents and warrants to the other Party that (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder, (c) this Agreement once executed will constitute a legaland it has taken all necessary action to authorize such execution, valid delivery and binding agreement enforceable against it performance; and (db) its the execution and delivery of the Agreement and the performance of this Agreement will its obligations hereunder do not violate or conflict with any obligations applicable laws or regulations, any provision of its constitutional documents, or any material contract, commitment, or other obligation to which it may have to any other personis a party.

Mutual. Each Party represents and warrants to the other that such (ai) it validly exists under the laws of the jurisdiction in which it was organizedParty’s execution, (b) it has the full power, right delivery and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict have been authorized by all necessary corporate or other institutional action, and (ii) this Agreement is the valid and binding obligation of such Party, enforceable against it in accordance with any obligations it may have to any other personits terms.

Mutual. Each Party represents and warrants that (a) it is duly organized, validly exists existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the jurisdiction in which it was organized, (b) it has the full power, right execution and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute a legal, valid and binding agreement enforceable against it and (d) its performance of this Agreement will not conflict with any obligations other agreements to which it may have to any other personis bound or violate applicable law.

Mutual. Each Party party represents and warrants that to the other party that: (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement has been duly executed and to perform its obligations under this Agreement, (c) this Agreement once executed will constitute delivered and constitutes a legal, valid and binding agreement enforceable against it such party 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 its obligations under this Agreement; and (dc) its performance of this Agreement it will not conflict comply with any obligations it may have to any other personall Laws.

Mutual. Each Party represents and warrants that to the other that: (a) it validly exists under the laws of the jurisdiction in which it was organized, (b) it has the full power, right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, (ci) this Agreement once has been duly executed will constitute and delivered and constitutes a legal, valid and binding agreement enforceable against it such party in accordance with its terms; and (dii) its the execution, delivery, and performance of this Agreement will does not conflict with any obligations it may have to violate any other person.agreement to which it is a party or by which it is otherwise bound

Mutual. Each Party represents and warrants that to the other that: (a) it is duly organized, validly exists existing and in good standing under the laws of the jurisdiction in which it was organized, its jurisdiction; (b) it has the full power, right power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations under this Agreement, ; (c) this Agreement once executed will constitute a constitutes its legal, valid and binding agreement obligation, enforceable against it in accordance with its terms; and (d) its the execution, delivery and performance of this Agreement will have been duly authorized by all necessary corporate action and do not conflict with violate any obligations material agreement to which it may have to any other personis a party.