Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each party represents and warrants that (i) it has the legal authority to enter into this Agreement and be bound by its terms and conditions, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

Appears in 4 contracts

Sources: Master Subscription Agreement, Software as a Service Agreement, Software as a Service Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that to the other Party that: (ia) it has the legal full corporate right, power and authority to enter into this Agreement and be bound by to perform the acts required of it pursuant to this Agreement, (b) the execution of this Agreement and performance of its terms obligations pursuant to this Agreement do not and conditionsshall 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 (iid) any and all activities it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations.

Appears in 4 contracts

Sources: Sesac Radio Broadcasting Performance License, Radio Broadcasting Performance License, Radio Broadcasting Performance License

Mutual Representations and Warranties. Each party represents and warrants that (i) it has the legal full corporate or other authority to enter into this Agreement and be bound by to perform its terms and conditions, obligations hereunder and (ii) it when executed and delivered by such party, this Agreement will not transmit to constitute the other legal, valid and binding obligation of such party, enforceable against such party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)in accordance with its terms.

Appears in 4 contracts

Sources: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement

Mutual Representations and Warranties. Each party represents and warrants that that: (ia) it has the legal all requisite power and authority to execute and enter into this the Agreement and be bound by perform its terms obligations therein and conditionshereunder, and that the Agreement is a valid and binding agreement by such party; (iib) it the execution of the Agreement, and its performance under it, will not transmit constitute a breach or default of, or otherwise violate, any agreement to which it is a party, or violate any right of any third party arising therefrom; and (c) the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Appears in 4 contracts

Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that to the other that: (i) it has the legal full power and authority to enter into this Agreement agreement and perform and observe all obligations and conditions to be bound performed or observed by its terms and conditions, and it under this agreement without any restriction by any other agreement or otherwise; (ii) it will not transmit to the other party any Malicious Code execution, delivery and performance of this agreement have been duly authorized by all necessary corporate action of that Party; and (except for Malicious Code previously transmitted to iii) this agreement constitutes the warranting party by the other party)legal, valid and binding obligation of that Party.

Appears in 4 contracts

Sources: Distribution Services Agreement, Distribution Services Agreement (Cumberland Pharmaceuticals Inc), Distribution Services Agreement (Cumberland Pharmaceuticals Inc)

Mutual Representations and Warranties. Each party Party represents and warrants that (i) it has the legal full corporate right, power and authority to enter into this the Agreement and be bound by to perform its terms and conditions, and obligations thereunder; (ii) the Agreement has been duly executed and delivered by such Party and constitutes the valid and binding agreement of such Party, enforceable against such Party in accordance with its terms; (iii) it will not transmit 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 other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)Agreement.

Appears in 4 contracts

Sources: Partnership Agreement, Partnership Agreement (Gensight Biologics S.A.), Partnership Agreement (Gensight Biologics)

Mutual Representations and Warranties. Each party represents represents, warrants and warrants that covenants to the other party that: (ia) it such party has the legal full power and authority to enter into this Agreement and be bound by to perform its terms and conditionsobligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (iib) it will such party’s execution of and performance under this Agreement shall not transmit breach any oral or written agreement with any third party or any obligation owed by such party to the other any third party to keep any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)information or materials in confidence or in trust.

Appears in 4 contracts

Sources: Standard License and Services Agreement, Standard License and Services Agreement, Standard License and Services Agreement

Mutual Representations and Warranties. Each party represents and warrants that (i) it has the legal authority to enter into this Agreement and be bound by its terms and conditions, and (ii) it will not transmit to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any Malicious Code third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (except for Malicious Code previously transmitted c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to the warranting which it is a party or by the other party)which it is otherwise bound.

Appears in 4 contracts

Sources: Saas Subscription and Services Agreement, Saas Subscription and Services Agreement, Saas Subscription and Services Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that that: (ia) it has the legal all requisite power and authority to execute and enter into this the Agreement and be bound perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by its terms and conditionssuch Party; (b) the execution of the Agreement, and (ii) it its performance under it, will not transmit 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 other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.

Appears in 4 contracts

Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement

Mutual Representations and Warranties. Each party represents and warrants that (ia) it has the legal full right, power, and authority to enter into the applicable Order Form and to perform its obligations and duties under the Order Form and this Agreement and be bound by its terms and conditionsAgreement, and (iib) it will that the performance of such obligations and duties does not transmit to the conflict with or result in a breach of any other agreement of such party or any Malicious Code (except for Malicious Code previously transmitted to the warranting judgment, order, or decree by which such party by the other party)is bound.

Appears in 3 contracts

Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that as follows: (ia) it has the legal full right, power, and authority to enter into and perform its obligations under this Agreement; and (b) the performance of its obligations under this Agreement and be bound by its terms and conditionswill not result in a material violation or breach of, and (ii) it will not transmit materially conflict with or constitute a material default under any agreement, contract, commitment, or obligation to the other which it is a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party)which it is bound.

Appears in 3 contracts

Sources: Transition Trademark License Agreement (Carlisle Companies Inc), Trademark License Agreement (Carlisle Companies Inc), Trademark License Agreement (Carlisle Companies Inc)

Mutual Representations and Warranties. Each party Party hereby represents and warrants to the other Party that (i) it has the legal requisite authority and power, and has taken, or will take, all requisite actions, to enter into execute and perform its obligations under this Agreement, (ii) this Agreement constitutes a legal, valid and be bound by binding obligation of such Party, enforceable against such Party in accordance with its terms and conditionsterms, and (iiiii) this Agreement does not conflict with or violate any other agreement or undertaking to which such Party is a party or by which it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)or its assets is otherwise bound.

Appears in 3 contracts

Sources: Intellectual Property License Agreement (BJ Services, Inc.), Intellectual Property License Agreement (BJ Services, Inc.), Contribution Agreement (Baker Hughes Inc)

Mutual Representations and Warranties. Each party represents and warrants that to the other party that: (ia) it has the legal all necessary right, power and authority to enter into this Agreement and be bound by to perform its terms obligations here under; (b) the execution and conditionsdelivery of this Agreement, and (ii) it the performance of its obligations here under, do not conflict with and will not transmit result in a breach of any other agreement to which it is a party or by which its assets are bound; and (c) this Agreement constitutes the other legally valid and binding obligation of such party any Malicious Code (enforceable against it in accordance with its terms, except for Malicious Code previously transmitted to the warranting party as such enforcement may be limited by the other party)applicable law.

Appears in 3 contracts

Sources: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions

Mutual Representations and Warranties. Each party represents represents, warrants and warrants that covenants that: (ia) it has the legal full power and authority to enter into this Agreement and be bound by to perform its terms and conditionsobligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (iib) its acceptance of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by it will not transmit to the other any third party to keep any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)information or materials in confidence or in trust.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Mutual Representations and Warranties. Each party represents Party represents, warrants and warrants that covenants to the other that: (ia) it has the legal authority all necessary right, power and ability to enter into execute this Agreement and be bound by to perform its obligations herein; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms and conditions, and and; (iid) it will the Party’s performance of its obligations under this Agreement do not transmit violate any applicable laws or breach any other agreement to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)which such Party is bound.

Appears in 2 contracts

Sources: Merchant Agreement, Merchant Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that to the other Party that: (i) it has the legal all requisite corporate power and authority to enter into this Agreement and be bound by to perform its terms and conditions, and obligations under this Agreement; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized; (iii) this Agreement is legally binding and enforceable on each Party in accordance with its terms; and (iv) the performance of this Agreement by it will does not transmit create a breach or default under or conflict with any other agreement or obligation to the other party which it is a Party, or violate any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)applicable law, order, rule or regulation.

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement (Repligen Corp)

Mutual Representations and Warranties. Each party Party represents and warrants that that: (i) it is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it has the legal full right, power, and authority to enter into this Agreement and be bound by to perform its terms and conditions, respective obligations hereunder; and (iiiii) it will not transmit be in violation of any terms and conditions of any agreement with any other individual or entity by agreeing to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)terms and conditions of this Agreement and performing its respective obligations hereunder.

Appears in 2 contracts

Sources: Master Services Agreement (SKYX Platforms Corp.), Master Services Agreement (SQL Technologies Corp.)

Mutual Representations and Warranties. Each party Party represents and warrants that that: (ia) it has the legal all requisite power and authority to execute and enter into this the Agreement and be bound perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by its terms such Party; and conditions(b) the execution of the Agreement, and (ii) it its performance under it, will not transmit constitute a breach or default of, or otherwise violate any agreement to the other which it is a party or violate any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)right of any third parties arising therefrom.

Appears in 2 contracts

Sources: Master Service Agreement, Master Service Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that to the other Party that: (i) it has the legal all requisite corporate power and authority to enter into this Agreement and be bound by to perform its terms and conditions, and obligations under this Agreement; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized; (iii) this Agreement is legally binding and enforceable on each Party in accordance with its terms; and (iv) the performance of this Agreement by it will does not transmit create a breach or default under or conflict with any other agreement or obligation to the other party which it is a party, or violate any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)applicable law, order, rule or regulation.

Appears in 2 contracts

Sources: Licensing Agreement, Release and License Agreement (Zymogenetics Inc)

Mutual Representations and Warranties. Each party represents Party represents, warrants and warrants that covenants that: (i) it has the legal authority right to enter into this Agreement and be bound by its terms and conditionsAgreement, is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; (ii) it will not transmit has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) it has by all necessary corporate action duly and validly authorized the other party any Malicious Code execution and delivery of this Agreement and the performance of its obligations hereunder; and (except for Malicious Code previously transmitted to iv) this Agreement is the warranting party by the other party)valid and legally binding obligation of each Party in accordance with its terms.

Appears in 2 contracts

Sources: Supply and Services Agreement, Supply and Services Agreement (Tesla Motors Inc)

Mutual Representations and Warranties. Each party represents Party represents, warrants, and warrants that covenants that: (i) it is a validly organized entity under the laws of the jurisdiction of its incorporation; (ii) it has the legal all rights, power, and authority necessary to enter into this Agreement and be bound by perform its terms obligations hereunder; and conditions(iii) its performance of this Agreement, and (ii) it the other Party’s exercise of its rights under this Agreement, will not transmit to conflict with or result in a breach or violation of any of the other party terms or provisions or constitute a default under any Malicious Code (except for Malicious Code previously transmitted to the warranting party agreement by the other party)which it is bound or any applicable Laws.

Appears in 2 contracts

Sources: Master Custody Service Agreement (iShares Bitcoin Trust ETF), Master Custody Service Agreement (iShares Ethereum Trust ETF)

Mutual Representations and Warranties. Each party Party represents and warrants that that: (i) it has the legal full right, power and authority to enter into this Agreement Agreement, grant the licenses set forth herein and be bound by to discharge its terms and conditions, obligations hereunder; and (ii) it the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not transmit violate any agreement to the other party which it is a Party or by which it is or will be otherwise bound (iii) it shall separately comply with its obligations under any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)applicable law.

Appears in 1 contract

Sources: Connected Workforce Trial Service Agreement

Mutual Representations and Warranties. Each party Party hereby represents and warrants that (i) it has the legal authority to enter into this Agreement and be bound by its terms and conditions, and (ii) it will not transmit to the other party 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) such Party’s organizational documents, (b) any Malicious Code agreement, instrument or contractual obligation to which such Party is bound in any material respect, (except for Malicious Code previously transmitted c) 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 effect applicable to the warranting party by the other party)such Party.

Appears in 1 contract

Sources: Terms and Conditions

Mutual Representations and Warranties. Each party represents and warrants that to the other: (i) that it has the legal authority and capacity to enter into this Agreement and be bound by its terms and conditions, Agreement; and (ii) it that the performance of this Agreement will not transmit result in a breach of or conflict with its articles of incorporation, bylaws or unanimous stockholders' agreement, if any, or any other contract to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other which it is a party).

Appears in 1 contract

Sources: User License Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that warrants: (i) 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 the legal full right, power, and authority to enter into this Agreement and be bound by its the terms and conditions, conditions of this Agreement and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).perform its obligations under this Agreement

Appears in 1 contract

Sources: Terms and Conditions

Mutual Representations and Warranties. Each party Party represents and warrants that (ia) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the legal necessary power and authority to enter into and perform its obligations under this Agreement, (b) this Agreement has been duly authorized, executed and be bound delivered by it and (c) its terms execution and conditionsdelivery of this Agreement, and (ii) it the performance of its obligations hereunder, will not transmit conflict with or result in a violation, breach or default of any other agreement to the other which it is a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party)which it is bound.

Appears in 1 contract

Sources: Exclusive License Agreement (Organic Sales & Marketing Inc)

Mutual Representations and Warranties. Each party represents and warrants that (i) it has the legal power and authority to enter into this Agreement and be bound by to perform its terms obligations hereunder, that this Agreement is binding on and conditionsenforceable against the parties in accordance with its terms, and (ii) it will that compliance by each party with its obligations hereunder shall not transmit conflict with or result in a breach of any agreement to the other which such party any Malicious Code (except for Malicious Code previously transmitted to the warranting is a party by the other party)or is otherwise bound.

Appears in 1 contract

Sources: Patent Purchase and License Agreement (GCA Holdings, Inc.)

Mutual Representations and Warranties. Each party Party represents and warrants that that: (ia) it has the legal full right and authority to enter into this Agreement and be bound by to perform all of its terms obligations set forth herein; (b) it is duly organized, validly existing and conditions, in good standing under the laws of the jurisdiction of its organization; and (iic) it the execution, delivery and performance of this Agreement does not and will not transmit to conflict with or violate its organizational documents or the other party terms of any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other agreement with another party).

Appears in 1 contract

Sources: Mobile Messaging & Rewards Agreement

Mutual Representations and Warranties. Each party represents of the Parties hereby represents, warrants and warrants that covenants as follows: (ia) This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it has the legal authority to enter into this Agreement and be bound is a Party or by its terms and conditionswhich it is bound, and (ii) it will not transmit to the nor violate any law or regulation of any court, governmental body or administrative or other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)agency having jurisdiction over it.

Appears in 1 contract

Sources: Drug Discovery Collaboration Agreement (Curis Inc)

Mutual Representations and Warranties. Each party represents and warrants that (i) that: 1. it has the legal full corporate right, power, and authority to enter into this Agreement and be bound by perform its terms obligations hereunder; 2. when executed and conditionsdelivered, this Agreement will constitute a legal, valid, and (ii) binding obligation enforceable against it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).in accordance with its terms; and

Appears in 1 contract

Sources: Customer Referral Program Agreement

Mutual Representations and Warranties. Each party represents and warrants that (i) it is duly organized and validly existing in good standing under the laws of its respective jurisdiction or organization; (ii) it has the legal full power and authority to enter into this Agreement and be bound by to carry out the provisions thereof; (iii) the Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms and conditions, terms; and (iiiv) its execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which it will not transmit to the other may be a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party)which it may be bound.

Appears in 1 contract

Sources: Advisor Analytics Pro Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that to the other Party that: (ia) it has the legal full right, power, and authority to enter into this Agreement and be bound to perform its obligations hereunder; (b) the execution of this Agreement by its terms representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of such Party; and (c) when executed and conditionsdelivered by such Party, this Agreement shall constitute the legal, valid, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)binding obligation of such Party, enforceable against such Party in accordance with its terms.

Appears in 1 contract

Sources: Trademark License Agreement (Nidar Infrastructure LTD)

Mutual Representations and Warranties. Each party Party represents and warrants that (i) it has the legal authority to enter into this Agreement and be bound by its terms and conditions, and (ii) it will not transmit to the other Party that (a) the execution, delivery and performance of this Agreement by such Party are within its power and authority and has been duly authorized by all necessary corporate action; (b) this Agreement is legal and valid and the obligations binding upon such Party are enforceable by their terms; and (c) the execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party).which it may be bound. #95527590v1

Appears in 1 contract

Sources: Supply Agreement (SOPHiA GENETICS SA)

Mutual Representations and Warranties. Each party represents and warrants that (i) it has the legal will comply with all applicable laws, rules, regulations and orders of any governmental authority to enter into in connection with its performance under this Agreement and be bound by its terms and conditionsAgreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).and

Appears in 1 contract

Sources: Affiliation Agreement

Mutual Representations and Warranties. Each party hereby represents and warrants that (i) that it has the legal right and authority to enter into and perform its obligations under this Agreement and be bound by its terms and conditions, and Agreement; (ii) it that the execution and performance of this Agreement will not transmit conflict with or violate any provision of any law having applicability to the other such party; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party any Malicious Code (except for Malicious Code previously transmitted to the warranting and will be enforceable against such party by the other party)in accordance with its terms.

Appears in 1 contract

Sources: Referral Agreement

Mutual Representations and Warranties. Each party Party represents and warrants to the other Party that (ia) it such Party has the legal required power and authority to enter into this Agreement and be bound by to perform its terms and conditionsobligations hereunder, and shall have obtained and maintain all licenses, permits and certifications required for such Party in connection with the performance of such Services; (iib) it the execution of this Agreement and performance of its obligations hereunder do not and will not transmit violate any other agreement to the other party any Malicious Code which it is a party; and (except for Malicious Code previously transmitted to the warranting party c) this Agreement constitutes a legal, valid and binding obligation when signed by the other party)both Parties.

Appears in 1 contract

Sources: Information Technology Additional Services Agreement

Mutual Representations and Warranties. Each party hereby represents and warrants that that: (ia) it has the legal full corporate right, power and authority to enter into this Agreement and be bound to perform the acts required hereunder; and (b) the execution of this Agreement by its terms and conditionssuch party, and (ii) it the performance by such party of its obligations and duties hereunder, do not and will not transmit violate any agreement to the other which such party is bound or any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other obligation of such party).

Appears in 1 contract

Sources: Contract

Mutual Representations and Warranties. Each party Party hereby represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ib) it has that the legal authority to enter into execution and performance of this Agreement and be bound by its terms and conditions, will not conflict with or violate any provision of any law having applicability to such Party that exists at the time of the Effective Date; and (iic) it that this Agreement, when executed and delivered, will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.

Appears in 1 contract

Sources: Master Services Agreement

Mutual Representations and Warranties. Each party represents and warrants that (i) it warrants: 13.1.1 It has the legal authority and any necessary approvals to enter into this the Agreement, and 13.1.2 Its execution, delivery and performance under the Agreement and does not conflict with any agreement, instrument or understanding to which it is a party or by which it may be bound by its terms and conditions, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)bound.

Appears in 1 contract

Sources: Nvidia Cloud Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that (i) it to the other the following: a. This Agreement is a valid and binding obligation of such Party and is enforceable against such Party in accordance with its terms. b. No further consent or approval is required by any person, board or entity for such Party to satisfy such Party’s obligations created by this Agreement. c. Such Party has relied upon its own investigation and analysis of the legal authority facts and not on any statement or representation made by any other party in choosing to enter into this Agreement and be bound by its terms and conditions, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)transactions contemplated herein.

Appears in 1 contract

Sources: Termination Agreement (Omnimmune Holdings, Inc.)

Mutual Representations and Warranties. Each party Party hereby represents and warrants that that: (ia) it has the power and authority and the legal authority right to enter into this Agreement and be bound by perform its terms obligations hereunder; and (b) the Agreement has been duly executed and conditionsdelivered on behalf of such Party, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)constitutes a legal, valid and binding obligation of such Party and is enforceable in accordance with its terms.

Appears in 1 contract

Sources: Option Agreement (Amarantus Bioscience Holdings, Inc.)

Mutual Representations and Warranties. Each party hereto represents and warrants that (i) it has the legal full right, power and authority to enter into and perform all of its obligations hereunder, that such party is under no legal impediment which would prevent it from signing this Agreement and be bound by its terms and conditionsor consummating the same, and (ii) it that entering into this Agreement will not transmit create any default under any other agreement or breach of same to the other which such party or any Malicious Code (except for Malicious Code previously transmitted of its affiliates may be a party or under any order, judgment, or decree to the warranting party by the other party)which they may be subject or bound.

Appears in 1 contract

Sources: License Agreement (Inter Parfums Inc)

Mutual Representations and Warranties. Each party of the Parties represents and warrants that (i) as follows: 3.1.1 it has the legal full right, power and authority to enter into and perform its obligations under this Agreement; and 3.1.2 the performance of its obligations under this Agreement and be bound by its terms and conditionswill not result in a violation or breach of, and (ii) it will not transmit conflict with or constitute a default under any agreement, contract, commitment or obligation to the other which it or any of its Affiliates is a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party)which it is bound.

Appears in 1 contract

Sources: Know How License Agreement (Car Tech, LLC)

Mutual Representations and Warranties. Each party Party represents and warrants that (ia) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the legal necessary power and authority to enter into and perform its obligations under this Agreement, (b) this Agreement has been duly authorized, executed and be bound delivered by it and (c) its terms execution and conditionsdelivery of this Agreement, and (ii) it the performance of its obligations hereunder, will not transmit to the conflict with or result in a violation, breach or default of any other agreement to'which it is a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party)which it is bound.

Appears in 1 contract

Sources: Exclusive License and Referral Agreement (Organic Sales & Marketing Inc)

Mutual Representations and Warranties. Each party represents and warrants that that: (i) it has the legal full right, power and authority to enter into this Agreement Agreement, grant the licenses set forth herein and be bound by to discharge its terms and conditions, obligations hereunder; and (ii) it the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not transmit violate any agreement to which it is a party or by which it is or will be otherwise bound (iiii) Each Party will comply with all laws, rules and regulations applicable to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)execution of their respective obligations and responsibilities under this Agreement.

Appears in 1 contract

Sources: Customer Terms of Service

Mutual Representations and Warranties. Each party hereby represents and warrants that that: (ia) it has the legal full corporate right, power and authority to enter into this Agreement the Standard Terms and be bound to perform its obligations hereunder; and (b) the execution of the Standard Terms by its terms and conditionssuch party, and (ii) it the performance by such party of its obligations and duties hereunder, do not and will not transmit violate any agreement to the other which such party is bound or any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other obligation of such party).

Appears in 1 contract

Sources: Standard Terms

Mutual Representations and Warranties. Each party Party represents and warrants that that: (i) it has the legal full right, power, and authority to enter into this Agreement and be bound by its terms and conditions, and Agreement; (ii) such Party’s acceptance of this Agreement, as well as such Party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such Party is a party; and (iii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)comply with all applicable laws including data and privacy laws.

Appears in 1 contract

Sources: Integration and Delivery Services Agreement (Wellgistics Health, Inc.)

Mutual Representations and Warranties. Each party represents and warrants to the other that (i) it will at all times comply with applicable law; (ii) it has the legal right and authority to enter into this Agreement and be bound to grant all rights granted by its terms it; and conditions(iii) the execution, delivery, and (ii) it performance of this Agreement will not transmit violate, conflict with, require consent under, or result in any breach or default under and of the provisions of any contract or agreement to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other which it is a party).

Appears in 1 contract

Sources: Professional Services

Mutual Representations and Warranties. Each party Party represents and warrants that that: (ia) it has the legal corporate power and authority to enter into this Agreement and be bound by any applicable SOW and to perform its terms obligations hereunder and conditionsthereunder, without the need for any consents or approvals not yet obtained; and (iib) its acceptance of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by it will not transmit to the other any third party to keep any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)information or materials in confidence or in trust.

Appears in 1 contract

Sources: Master Services Agreement

Mutual Representations and Warranties. Each party represents and warrants that (ia) it has the legal full right, power, and authority to enter into this Agreement and be bound to perform its obligations and duties under this Agreement, (b) the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreements of such party or any judgment, order, or decree by its terms and conditionswhich such party is bound, and (iic) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)comply with all Applicable Laws in connection with its performance under this Agreement.

Appears in 1 contract

Sources: License and Distribution Agreement (ReShape Lifesciences Inc.)

Mutual Representations and Warranties. Each party represents individually represents, warrants, and warrants that covenants that: (i) it is duly organised, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it does not have any contractual or other limitations that would result in a breach of contract or other limitation to the party’s performance of its obligations in this Agreement; (iii) it has the legal authority power to enter into this Agreement and be bound by its terms and conditions, Agreement; and (iiiv) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)at all times comply with all applicable laws, codes, rules, and regulations.

Appears in 1 contract

Sources: Crowd Access Agreement

Mutual Representations and Warranties. Each party Party represents and warrants to the other Party that as of the Effective Date: (i) it has the legal full right, power and authority to enter into this Agreement and be bound by to perform its terms and conditions, and obligations hereunder; (ii) this Agreement has been duly executed by it will and is legally binding upon it, enforceable against such Party in accordance ​ with its terms; and (iii) the execution and delivery by such Party of this Agreement does not transmit conflict with the terms of any agreement, instrument or understanding, oral or written, to the other which it is a party or by which it may be bound, nor violate any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)Applicable Law.

Appears in 1 contract

Sources: Collaboration and License Agreement (Carisma Therapeutics Inc.)

Mutual Representations and Warranties. Each party Party represents and warrants that (i) it has the legal they have full power and authority to enter into execute and deliver this Agreement and be bound by to grant the licenses contemplated in this Agreement, to perform its terms and conditionsobligations under this Agreement, and (ii) it to consummate the transactions contemplated by this Agreement and the transactions contemplated by this Agreement will not transmit 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 default under. any agreement to the other which Licensor is a party any Malicious Code (except for Malicious Code previously transmitted to the warranting party or by the other party)which it is bound.

Appears in 1 contract

Sources: License Agreement (Wescorp Energy Inc)

Mutual Representations and Warranties. Each party represents individually represents, warrants, and warrants that covenants that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it does not have any contractual or other limitations that would result in a breach of contract or other limitation to the party’s performance of its obligations in this Agreement; (iii) it has the legal authority power to enter into this Agreement and be bound by its terms and conditions, Agreement; and (iiiv) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)at all times comply with all applicable laws, codes, rules, and regulations.

Appears in 1 contract

Sources: Platform Access Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that that: (ia) it has the legal full right, power, and authority to enter into execute, deliver, and perform its obligations under this Agreement; and (b) this Agreement is the valid and be bound by binding obligation of such Party, enforceable against such Party in accordance with its terms and conditions, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)terms.

Appears in 1 contract

Sources: Managed Security Service Provider Agreement

Mutual Representations and Warranties. Each party represents and warrants that that (i) it has the legal full power and authority to enter into this Agreement and be bound by its terms and conditionsthe Agreement, and (ii) it will not transmit comply with all laws applicable to its provision, receipt, or use of the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)Managed Product, as applicable.

Appears in 1 contract

Sources: Enterprise Agreement

Mutual Representations and Warranties. Each party represents represents, warrants and warrants that covenants that: (ia) it has the legal full power and authority to enter into this Agreement and be bound to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by its terms and conditions, and (ii) it will not transmit to the other any third party to keep any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)information or materials in confidence or in trust.

Appears in 1 contract

Sources: Software License Agreement

Mutual Representations and Warranties. Each party Party hereby represents and warrants that that: (ia) it this Agreement has the 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 necessary power and authority to enter into execute and perform in accordance with this Agreement; and (c) such Party’s execution, delivery and performance of this Agreement and be bound by its terms and conditions, and (ii) it will not transmit conflict with or violate any agreement or other obligation applicable to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)such Party or binding upon its assets.

Appears in 1 contract

Sources: Iam Service Agreement

Mutual Representations and Warranties. Each party Party represents and warrants that (i) it has the legal all requisite power, authority and approvals to enter into, execute and deliver this Agreement and to perform fully its obligations under this Agreement, and its entering into this Agreement and be bound by its terms and conditions, and (ii) it performance of this Agreement will not transmit conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) that it now or in the future owes to the any other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)person.

Appears in 1 contract

Sources: Terms of Service

Mutual Representations and Warranties. Each party Party represents and warrants that to the other Party that: (ia) it is validly existing and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation or organization; (b) it has the legal full right, power and authority to enter into this Agreement and be bound to perform its obligations hereunder; and (c) when executed and delivered by a Party, this Agreement shall constitute a legal, valid and binding obligation of such Party, enforceable against each such Party in accordance with its terms and conditions, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party)terms.

Appears in 1 contract

Sources: License Agreement (Gaming Technologies, Inc.)

Mutual Representations and Warranties. Each party represents and warrants that (i) it has the legal all requisite power, authority and approvals to enter into into, execute and deliver this Agreement and (the foregoing, however, shall not be bound by its terms and conditions, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other partyconstrued as a warranty of non­infringement).

Appears in 1 contract

Sources: Marketing Partner Agreement