Common use of Ability to Enter Into Agreement Clause in Contracts

Ability to Enter Into Agreement. Each of the Participant and Distributor hereby represents and warrants that the Participant and the Distributor, respectively: (i) is duly organized, validly existing, and in good standing under the laws of the Participant’s and the Distributor’s respective state of organization; (ii) has the power and authority, and the legal right, to own the Participant’s and the Distributor’s respective assets and to transact the business in which the Participant and the Distributor, respectively, is engaged; and (iii) has the power and authority, and the legal right, to execute, deliver, and perform the Participant’s and the Distributor’s respective obligations under this Agreement and has taken all necessary action required by the Participant’s and the Distributor’s respective governing documents or other applicable requirements of law and regulation to authorize the execution, delivery, and performance of this Agreement. Each of the Participant and Distributor hereby represents and warrants that this Agreement, when executed and delivered by the Participant or the Distributor, as applicable, will constitute a legal, valid, and binding obligation of the Participant and the Distributor, respectively, and be enforceable against the Participant and the Distributor, respectively, in accordance with the terms of the Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws or regulations affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).