Common use of Representations and Warranties of Both Parties Clause in Contracts

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; and (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as such enforceability may be affected by laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of this Agreement by such Party do not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; and; (c) This this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, Agreement except as such enforceability may be affected by laws affecting creditors' ’ rights generally and general equitable principles. The ; the execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All ; and all consents, approvals and authorizations from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained; (d) such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) no Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Party.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party thatParty, as of the Effective Date, that: (a) Such Party is a corporation duly organized and validly existing under the laws Laws of the jurisdiction of its incorporation state in which it is incorporated, and it has full corporate power right and authority to enter into this Agreement and to carry out accept the provisions hereof;rights and licenses granted as herein described. (b) Such This Agreement has been duly authorized by all requisite corporate action, and when executed and delivered will become a valid and binding contract of such Party has taken all corporate action necessary enforceable against it in accordance with its terms, subject to authorize the execution applicable bankruptcy, insolvency, reorganization, moratorium and delivery other Laws affecting creditors’ rights generally from time to time if effect, and to general principles of this Agreement and the performance of its obligations under this Agreement; andequity. (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as such enforceability may be affected by laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of this Agreement by such Party do does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or nor will it violate any law or regulation of any court, governmental body or administrative or other agency having authority over applicable to such Party. . (d) All necessary consents, approvals and authorizations from of all regulatory and governmental authorities and other persons or other Third Parties entities required to be obtained by such Party in connection with the execution, execution and delivery and performance of this Agreement and the performance of its obligations hereunder have been obtained.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party thatParty, as of the Effective Date, that: (a) Such Party is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation state in which it is incorporated, and it has full corporate power right and authority to enter into this Agreement and to carry out accept the provisions hereof;rights and licenses granted as herein described. (b) Such This Agreement has been duly authorized by all requisite corporate action, and when executed and delivered will become a valid and binding contract of such Party has taken all corporate action necessary enforceable against it in accordance with its terms, subject to authorize the execution applicable bankruptcy, insolvency, reorganization, moratorium and delivery other Laws affecting creditors’ rights generally from time to time if effect, and to general principles of this Agreement and the performance of its obligations under this Agreement; andequity. (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as such enforceability may be affected by laws affecting creditors' rights generally and general equitable principles. The execution, delivery and performance of this Agreement by such Party do does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or nor will it violate any law or regulation of any court, governmental body or administrative or other agency having authority over applicable to such Party. . (d) All necessary consents, approvals and authorizations from of all governmental authorities regulatory and Governmental Authorities and other persons or other Third Parties entities required to be obtained by such Party in connection with the execution, execution and delivery and performance of this Agreement and the performance of its obligations hereunder have been obtained.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such such Party is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized, and it has full corporate power right and authority to enter into this Agreement and to carry out grant the provisions hereoflicenses and other rights to the other Party as herein described; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement has been duly authorized by all requisite corporate action, and the performance of its obligations under this Agreement; and (c) This Agreement is when executed and delivered will become a legal valid and valid obligation binding contract of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreementits terms, except as such enforceability may be affected by subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' ’ rights generally from time to time in effect, and to general equitable principles. The principles of equity; (c) the execution, delivery and performance of this Agreement by such Party do does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which such Party is a party party, or by which such Party may be it is bound, or nor will such execution, delivery and performance violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All Applicable Laws; and (d) all necessary consents, approvals and authorizations from of all governmental authorities or and other Third Parties Persons required to be obtained by such Party in connection with the execution, execution and delivery and performance of this Agreement have been obtained.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Amendment Effective Date: (a) Such such Party is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized, and it has full corporate power right and authority to enter into this Agreement Amendment and to carry out grant the provisions hereoflicenses and other rights to the other Party as herein described; (b) Such Party this Amendment has taken been duly authorized by all requisite corporate action necessary to authorize the execution action, and delivery of this Agreement when executed and the performance of its obligations under this Agreement; and (c) This Agreement is delivered will become a legal valid and valid obligation binding contract of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreementits terms, except as such enforceability may be affected by laws subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Law affecting creditors' ’ rights generally from time to time in effect, and to general equitable principles. The principles of equity; (c) the execution, delivery and performance of this Agreement by such Party do Amendment does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which such Party is a party party, or by which such Party may be it is bound, or nor will it violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All applicable Laws; and (d) all necessary consents, approvals and authorizations from of all governmental authorities or Governmental Authorities and other Third Parties Persons required to be obtained by such Party in connection with the execution, execution and delivery of this Amendment and the performance of this Agreement its obligations hereunder have been obtained.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; and (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as such enforceability may be affected by laws affecting creditors' ’ rights generally and general equitable principles. The execution, delivery and performance of this Agreement by such Party do not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.