Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it has all requisite corporate power and authority to enter into this Agreement and to perform its 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Party.

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

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it has all requisite the full corporate right, power and authority to enter into this the Agreement and to perform its obligations under this Agreement, thereunder; (ii) execution of this the Agreement has been duly executed and the performance delivered by such Party and constitutes the valid and binding agreement of its obligations hereunder have been duly authorizedsuch Party, (iii) this Agreement is legally binding and enforceable on against such Party in accordance with its terms and terms; (iviii) the performance of this Agreement by it does not create a material breach or material default under has no agreement nor any other agreement obligation to which it any third party that would in any way interfere, hamper, or limit is a Partyability to carry out and fulfill its obligations under the Agreement.

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

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that that: (ia) it has all requisite corporate full power and authority to enter into this Agreement and to perform its obligations under this Agreement, hereunder; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iiib) this Agreement is legally binding and upon it, enforceable on such Party against it in accordance with its terms terms, and (iv) the performance of this Agreement by it does not create a material breach conflict with any agreement, instrument or material default under any other agreement understanding, oral or written, to which it is a Partyparty or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (c) such party is not under any pre-existing obligation inconsistent with the provisions of this Agreement.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that (i) it has the requisite authority and power, and has taken, or will take, all requisite corporate power actions, to execute and authority to enter into this Agreement and to perform its obligations under this Agreement, (ii) execution of this Agreement constitutes a legal, valid and the performance by binding obligation of such Party of its obligations hereunder have been duly authorizedParty, (iii) this Agreement is legally binding and enforceable on against such Party in accordance with its terms terms, and (iviii) the performance of this Agreement by it does not create a material breach conflict with or material default under violate any other agreement or undertaking to which it such Party is a Partyparty or by which it or its assets is otherwise bound.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that party that: (ia) it has all requisite corporate necessary right, power and authority to enter into this Agreement and to perform its obligations under here under; (b) the execution and delivery of this Agreement, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorizedhere under, (iii) this Agreement is legally binding do not conflict with and enforceable on such Party will not result in accordance with its terms and (iv) the performance a breach of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyparty or by which its assets are bound; and (c) this Agreement constitutes the legally valid and binding obligation of such party enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable law.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (ia) it has all requisite corporate the power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the 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, (ii) execution nor will it enter into or assume during the Term of this Agreement and Agreement, any contract or other obligation with a Third Party that would in any way limit the performance by such Party of its obligations hereunder have been duly authorized, (iii) under this Agreement is legally binding and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a PartyAgreement.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that that: (i) it has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iiia) this Agreement is legally has been duly executed and delivered and constitutes a valid and binding and agreement enforceable on against such Party party in accordance with its terms terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (ivc) the execution, delivery, and performance of this Agreement by it does not create a material breach violate the laws of any jurisdiction or material default under the terms or conditions of any other agreement to which it is a Partyparty or by which it is otherwise bound.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (ia) it has all requisite the full corporate right, power and authority to enter into this Agreement and to perform its obligations under the acts required of it pursuant to this Agreement, (iib) the execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iii) pursuant to this Agreement is legally binding do not and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does shall not create a material breach or material default under violate any other agreement to which it is a Partyparty, (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 party represents and warrants to the other Party that (i) it has all requisite full corporate power and or other authority to enter into this Agreement and to perform its obligations under this Agreement, hereunder and (ii) execution of when executed and delivered by such party, this Agreement will constitute the legal, valid and the performance by binding obligation of such Party of its obligations hereunder have been duly authorizedparty, (iii) this Agreement is legally binding and enforceable on against such Party party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyterms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that that: (ia) it has all requisite corporate power and authority to execute and enter into this the Agreement and to perform its obligations under this therein and hereunder, and that the Agreement is a valid and binding agreement by such party; and (b) the execution of the Agreement, (ii) execution of this Agreement and the its performance by such Party of its obligations hereunder have been duly authorizedunder it, (iii) this Agreement is legally binding and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does will not create constitute a material breach or material default under of, or otherwise violate, any other agreement to which it is a Partyparty, or violate any right of any third party arising therefrom.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other Party that party that: (ia) it such party has all requisite corporate the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) such party’s execution of and performance under this Agreement, (ii) execution of this Agreement and the performance shall not breach any oral or written agreement with any third party or any obligation owed by such Party of its obligations hereunder have been duly authorized, (iii) this Agreement is legally binding and enforceable on such Party party to any third party to keep any information or materials in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach confidence or material default under any other agreement to which it is a Partyin trust.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (i) it has all requisite corporate full power and authority to enter into this Agreement agreement and perform and observe all obligations and conditions to perform its obligations be performed or observed by it under this Agreement, agreement without any restriction by any other agreement or otherwise; (ii) execution the execution, delivery and performance of this Agreement and the performance by such Party of its obligations hereunder agreement have been duly authorized, authorized by all necessary corporate action of that Party; and (iii) this Agreement is legally agreement constitutes the legal, valid and binding and enforceable on such Party in accordance with its terms and (iv) the performance obligation of this Agreement by it does not create a material breach or material default under any other agreement to which it is a that Party.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants to the other Party that covenants that: (i) it has all requisite the right to enter this Agreement, is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; (ii) it has the corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations under this Agreement, hereunder; (iiiii) it has by all necessary corporate action duly and validly authorized the execution and delivery of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, hereunder; and (iiiiv) this Agreement is the valid and legally binding and enforceable on such obligation of each Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyterms.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (i) it has all requisite corporate power and authority to enter into this Agreement and to perform its 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 such each Party in accordance with its terms terms; and (iv) the performance of this Agreement by it does not create a material breach or material default under or conflict with any other agreement or obligation to which it is a Party, or violate any applicable law, order, rule or regulation.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (ia) it has all requisite corporate power and authority to execute and enter into this the Agreement and to perform its obligations under this therein and hereunder and that the Agreement is a valid and binding agreement by such Party; and (b) the execution of the Agreement, (ii) execution of this Agreement and the its performance by such Party of its obligations hereunder have been duly authorizedunder it, (iii) this Agreement is legally binding and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does will not create constitute a material breach or material default under of, or otherwise violate any other agreement to which it is a Partyparty or violate any right of any third parties arising therefrom.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that (i) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (ii) the party's obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; (iii) it has all requisite corporate necessary right, power and authority ability to enter into execute this Agreement and to perform its 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 such Party in accordance with its terms therein; and (iv) the no authorization or approval from any third party is required in connection with such party's execution, delivery or performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a PartyAgreement.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party 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 all requisite corporate power the full right, power, and authority to enter into this Agreement and to perform its respective obligations under this Agreement, hereunder; and (iiiii) execution it will not be in violation of any terms and conditions of any agreement with any other individual or entity by agreeing to the terms and conditions of this Agreement and the performance by such Party of performing its respective obligations hereunder have been duly authorized, (iii) this Agreement is legally binding and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyhereunder.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants to the other Party that covenants that: (ia) it has all requisite corporate the full power and authority to enter into this Agreement and 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, (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 such Party in accordance shall not breach any oral or written agreement with its terms and (iv) the performance of this Agreement any third party or any obligation owed by it does not create a material breach to any third party to keep any information or material default under any other agreement to which it is a Partymaterials in confidence or in trust.

Mutual Representations and Warranties. Each Party represents represents, warrants and warrants covenants to the other Party that that: (ia) it has all requisite corporate necessary right, power and authority ability to enter into execute this Agreement and to perform its obligations under 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, ; (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iiic) this Agreement is legally constitutes a legal, valid and binding and obligation, enforceable on such Party against it in accordance with its terms and and; (ivd) the Party’s performance of its obligations under this Agreement by it does do not create a material violate any applicable laws or breach or material default under any other agreement to which it such Party is a Partybound.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (i) it has all requisite corporate power and authority to enter into this Agreement and to perform its 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 such each Party in accordance with its terms terms; and (iv) the performance of this Agreement by it does not create a material breach or material default under or conflict with any other agreement or obligation to which it is a Partyparty, or violate any applicable law, order, rule or regulation.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it has all requisite corporate the legal power and authority and all other necessary rights to enter into this Agreement and to perform its obligations under this Agreement, hereunder and consummate the transactions contemplated hereby without the necessity of any act or consent of any other person or entity and (ii) execution of the person executing this Agreement on its behalf has the full right and authority to enter this Agreement and the performance by to bind such Party of its obligations hereunder have been duly authorized, (iii) this Agreement is legally binding to each and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyevery obligation herein.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (ia) it has all requisite corporate power the full right and authority to enter into this Agreement and to perform its obligations under this Agreement, (ii) execution of this Agreement and the performance by such Party all of its obligations hereunder have been set forth herein; (b) it is duly authorizedorganized, (iii) this Agreement is legally binding validly existing and enforceable on such Party in accordance with good standing under the laws of the jurisdiction of its terms organization; and (ivc) the execution, delivery and performance of this Agreement by it does not create a material breach and will not conflict with or material default under violate its organizational documents or the terms of any other agreement to which it is a Partywith another party.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it has all requisite corporate they have full power and authority to enter into execute and deliver this Agreement and to grant the licenses contemplated in this Agreement, to perform its obligations under this Agreement, (ii) execution of and to consummate the transactions contemplated by this Agreement and the performance transactions contemplated by such Party of its obligations hereunder have been duly authorized, (iii) this Agreement is legally binding will not violate any applicable law, rule or regulation and enforceable on such Party will not conflict with, or result in accordance with its a breach of. any of the terms and (iv) the performance of this Agreement by it does not create of. or constitute a material breach or material default under under. any other agreement to which Licensor is a party or by which it is a Partybound.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other Party that party during the Term that: (ia) it such party has all requisite corporate the power and authority to enter into execute and deliver this Agreement and has taken all necessary corporate action to perform its obligations under authorize the execution and delivery of this Agreement, ; and (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iiib) this Agreement is legally and shall be the legal, valid, and binding obligation of such party and shall be enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyterms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that that: (i) it has all requisite corporate the full right, power and authority to enter into this Agreement Agreement, grant the licenses set forth herein and to perform discharge its obligations under this Agreement, hereunder; and (ii) the execution and delivery 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under and will not violate any other agreement to which it is a Partyparty or by which it is or will be otherwise bound (iiii) Each Party will comply with all laws, rules and regulations applicable to the execution of their respective obligations and responsibilities under this Agreement.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that (i) it has all requisite full corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, hereunder and (ii) execution of when executed and delivered by such party, this Agreement will constitute the legal, valid and the performance by binding obligation of such Party of its obligations hereunder have been duly authorizedparty, (iii) this Agreement is legally binding and enforceable on against such Party party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyterms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that that: (i) it has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have has been duly authorized, (iii) this Agreement is legally entered into and constitutes a valid and binding and agreement enforceable on against such Party party in accordance with its terms terms; (ii) no authorization or approval from any third party is required in connection with such party’s entering into or performance of this Agreement; and (iviii) the entering into and performance of this Agreement by it does not create a material breach and will not violate the laws of any jurisdiction or material default under the terms or conditions of any other agreement to which it is a Partyparty or by which it is otherwise bound.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other Party that (i) that it has all requisite corporate power the legal right and authority to enter into this Agreement and to 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 the performance by such Party of its obligations hereunder have been duly authorized, (iii) that this Agreement is legally Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable on against such Party party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyterms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that (i) it has all requisite corporate power power, authority and authority approvals to enter into into, execute and deliver this Agreement and to perform its obligations under this Agreement(the foregoing, (ii) execution however, shall not be construed as a warranty 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partynon­infringement).

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that party that: (i) its fulfillment of its obligations and, as applicable, performance of the Services under this Agreement will not violate any Applicable Law or breach any contracts with third parties and (ii) it has all requisite corporate power the right, power, and authority to fulfill its obligations, and, as applicable perform the Services, and enter into this Agreement and to perform its 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Party.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that that: (i) it has all requisite corporate the full right, power and authority to enter into this Agreement Agreement, grant the licenses set forth herein and to perform discharge its obligations under this Agreement, hereunder; and (ii) the execution and delivery 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under and will not violate any other agreement to which it is a PartyParty or by which it is or will be otherwise bound (iii) it shall separately comply with its obligations under any applicable law.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that (i) it is duly organized and validly existing in good standing under the laws of its respective jurisdiction or organization; (ii) it has all requisite corporate full power and authority to enter into this Agreement and to perform its obligations under this Agreement, (ii) execution of this Agreement and carry out the performance by such Party of its obligations hereunder have been duly authorized, provisions thereof; (iii) this the Agreement is legally a legal and valid obligation binding upon it and enforceable on such Party in accordance with its terms terms; and (iv) the its execution, delivery and performance of this Agreement by it does not create a material breach conflict with any agreement, instrument or material default under any other agreement understanding, oral or written, to which it is may be a Partyparty or by which it may be bound.

Mutual Representations and Warranties. 9.1.1 Each Party hereby represents and warrants to the other Party that such Party (i) it has all requisite corporate the power and authority and the legal right to enter into this the Agreement and to perform its obligations under this Agreement, hereunder and (ii) has taken all necessary action on its part to authorize the execution and delivery of this the Agreement and the performance by such Party of its obligations hereunder have hereunder. The Agreement has been duly authorizedexecuted and delivered on behalf of such Party, (iii) this Agreement is legally and constitutes a legal, valid, binding and obligation, enforceable on against such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partyterms.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that other: (i) that it has all requisite corporate power the authority and authority capacity to enter into this Agreement Agreement; and to perform its 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 such Party in accordance with its terms and (iv) that the performance of this Agreement by it does will not create result in a material breach of or material default under conflict with its articles of incorporation, bylaws or unanimous stockholders' agreement, if any, or any other agreement contract to which it is a Partyparty.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other Party that that: (ia) it has all requisite the full corporate right, power and authority to enter into this Agreement and to perform its obligations under this Agreement, the acts required hereunder; and (iib) the execution of this Agreement by such party, and the performance by such Party party of its obligations hereunder have been duly authorizedand duties hereunder, (iii) this Agreement is legally binding do not and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does will not create a material breach or material default under violate any other agreement to which it such party is a Partybound or any obligation of such party.

Mutual Representations and Warranties. Each Party represents party individually represents, warrants, and warrants to the other Party 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 all requisite corporate the legal power and authority to enter into this Agreement and to perform its 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 such Party in accordance with its terms ; and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partywill at all times comply with all applicable laws, codes, rules, and regulations.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that that: (ia) it has all requisite corporate power and authority to enter into this Agreement has been duly and to perform its obligations under this Agreement, (ii) execution of this Agreement validly executed and the performance delivered by such Party of its obligations hereunder have been duly authorized, (iii) this Agreement is legally and constitutes a legal and binding and obligation enforceable on against such Party in accordance with its terms terms; (b) such Party has all necessary power and authority to execute and perform in accordance with this Agreement; and (ivc) the such Party’s execution, delivery and performance of this Agreement by it does will not create a material breach conflict with or material default under violate any agreement or other agreement obligation applicable to which it is a Partysuch Party or binding upon its assets.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (i) it has all requisite corporate power power, authority and authority approvals to enter into into, execute and deliver this Agreement and to perform fully its obligations under this Agreement, (ii) execution of and its entering into 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 such Party in accordance with its terms and (iv) the performance of this Agreement by will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) that it does not create a material breach now or material default under in the future owes to any other agreement to which it is a Partyperson.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party 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 all requisite corporate power the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Party.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants covenants to the other Party that party that: (i) it is duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of its organization and has all requisite corporate necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement, these Terms; (ii) execution of this Agreement entering into these Terms, exercising its rights hereunder and the performance by such Party of performing its obligations hereunder have been duly authorized, (iii) this Agreement is legally binding do not and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does will not create a material breach violate any applicable law or material default under any other agreement to which it is a Partyparty; and (iii) these Terms constitute a binding obligation of it, enforceable in accordance with their terms.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (ia) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate the necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement, (iib) execution of this Agreement and the performance by such Party of its obligations hereunder have has been duly authorized, (iii) this Agreement is legally binding executed and enforceable on such Party in accordance with its terms delivered by it and (ivc) its execution and delivery of this Agreement, and the performance of this Agreement by it does its obligations hereunder, will not create conflict with or result in a material violation, breach or material default under of any other agreement to which it is a Partyparty or by which it is bound.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that (i) it has all requisite corporate the power and authority to enter into this Agreement and to perform its obligations under this Agreementhereunder, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorized, (iii) that this Agreement is legally binding on and enforceable on such Party against the parties in accordance with its terms terms, and (iv) the performance that compliance by each party with its obligations hereunder shall not conflict with or result in a breach of this Agreement by it does not create a material breach or material default under any other agreement to which it such party is a Partyparty or is otherwise bound.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party party that (i) it has all requisite corporate necessary right, power and authority to enter into this Agreement and to perform its obligations under hereunder; (ii) the execution and delivery of this Agreement, (ii) execution of this Agreement and the performance by such Party of its obligations hereunder have been duly authorizedhereunder, do not conflict with and will not result in a breach of any other agreements to which it is a party or by which its assets are bound; and (iii) this Agreement is constitutes the legally valid and binding and obligation of such party enforceable on such Party against it in accordance with its terms and (iv) the performance of this Agreement terms, except as such enforcement may be limited by it does not create a material breach applicable law or material default under any other agreement to which it is a Partyequitable principles.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (ia) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate the necessary power and authority to enter into this Agreement and to perform its obligations under this Agreement, (iib) execution of this Agreement and the performance by such Party of its obligations hereunder have has been duly authorized, (iii) this Agreement is legally binding executed and enforceable on such Party in accordance with its terms delivered by it and (ivc) its execution and delivery of this Agreement, and the performance of this Agreement by it does its obligations hereunder, will not create conflict with or result in a material violation, breach or material default under of any other agreement to to'which it is a party or by which it is a Partybound.

Mutual Representations and Warranties. Each Party represents party represents, warrants and warrants to the other Party that covenants that: (ia) it has all requisite corporate the full power and authority to enter into this Agreement Order Form and 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, (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 such Party in accordance Order Form shall not breach any oral or written agreement with its terms and (iv) the performance of this Agreement any third party or any obligation owed by it does not create a material breach to any third party to keep any information or material default under any other agreement to which it is a Partymaterials in confidence or in trust.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other Party that that: (ia) it has all requisite the full corporate right, power and authority to enter into this Agreement the Standard Terms and to perform its obligations under this Agreement, hereunder; and (iib) the execution of this Agreement the Standard Terms by such party, and the performance by such Party party of its obligations hereunder have been duly authorizedand duties hereunder, (iii) this Agreement is legally binding do not and enforceable on such Party in accordance with its terms and (iv) the performance of this Agreement by it does will not create a material breach or material default under violate any other agreement to which it such party is a Partybound or any obligation of such party.

Mutual Representations and Warranties. Each Party party represents and warrants to the other Party that (i) it has all requisite corporate power power, authority and authority approvals to enter into into, execute and deliver this Agreement and to perform its obligations under this Agreement(the foregoing, (ii) execution however, shall not be construed as a warranty 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 such Party in accordance with its terms and (iv) the performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Partynon-infringement).