Common use of By Both Parties Clause in Contracts

By Both Parties. Each Party hereby represents, warrants and covenants to the other Party, as of the Effective Date, that: 2.1.1 such Party: (A) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (B) has the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; and (C) is in compliance with all requirements of Applicable Law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party’s ability to perform its obligations under this Agreement; 2.1.2 such Party: (A) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; and (B) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. The Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and subject to the general principles of equity (regardless of whether enforcement is sought in a court of law or equity); 2.1.3 such Party has obtained all necessary consents, approvals and authorizations of all governmental authorities and Third Parties required to be obtained by such Party in connection with this Agreement, other than any approvals required of applicable Regulatory Authorities as may be required under this Agreement from time to time; 2.1.4 the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: (A) do not, to the best of such Party’s Knowledge, conflict with or violate any requirement of Applicable Law; and (B) do not conflict with, or constitute a default under, any contractual obligation of such Party; 2.1.5 neither it nor any of its Affiliates has been debarred under Section 306 of the FD&C Act or any equivalent local law or regulation and, to its Knowledge, no member of its staff has been charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, and if at any time such Party or any of its Affiliates or any member of its staff is debarred or charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, it will provide prompt written notice of same to the other Party; and 2.1.6 it follows, and will continue to follow during the Term, reasonable commercial practices to protect its proprietary and Confidential Information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees and using commercially reasonable efforts to require its consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of and during their employment or engagement to the extent relating to the subject matter of this Agreement, and only disclosing Confidential Information to Third Parties pursuant to written agreements containing appropriate confidentiality and non-disclosure obligations.

By Both Parties. Each Party hereby represents, warrants and covenants to the other Party, Party as of the Effective Date, thatDate as follows: 2.1.1 such Party: 8.1.1 Such Party (A) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (Ba) has the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; and (C) is in compliance with all requirements of Applicable Law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party’s ability to perform its obligations under this Agreement; 2.1.2 such Party: (A) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; , and (Bb) has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. The This Agreement has been duly executed and delivered on behalf of such Party, Party and constitutes a legal, valid, valid and binding obligation, obligation of such Party and is enforceable against such Party it in accordance with its terms except subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ creditor rights generally and subject to judicial principles affecting the availability of specific performance and general principles of equity (regardless of equity, whether enforcement enforceability is sought in considered a court of proceeding at law or equity);. 2.1.3 such 8.2.2 Such Party has obtained all necessary consents, approvals and authorizations of all governmental authorities and Third Parties other parties required to be obtained by such Party in connection with this Agreement, other than any approvals required the execution and delivery of applicable Regulatory Authorities as may be required under this Agreement from time to time;and the performance of its obligations hereunder have been obtained. 2.1.4 the 8.2.3 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: hereunder (Aa) do not, to the best of such Party’s Knowledge, not conflict with or violate any requirement of Applicable Law; applicable law or any provision of the articles of incorporation, bylaws or any similar instrument of such Party, as applicable, in any material way, and (Bb) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation of such Party; 2.1.5 neither it nor any of its Affiliates has been debarred under Section 306 of the FD&C Act or any equivalent local law court or regulation and, to its Knowledge, no member of its staff has been charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, and if at any time administrative order by which such Party or any of its Affiliates or any member of its staff is debarred or charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, it will provide prompt written notice of same to the other Party; and 2.1.6 it follows, and will continue to follow during the Term, reasonable commercial practices to protect its proprietary and Confidential Information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees and using commercially reasonable efforts to require its consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of and during their employment or engagement to the extent relating to the subject matter of this Agreement, and only disclosing Confidential Information to Third Parties pursuant to written agreements containing appropriate confidentiality and non-disclosure obligationsbound.

By Both Parties. Each Party S3D and Overland (each a “Representing Party”) each hereby represents, represents and warrants and covenants to the other Partyeach other, as of the Effective Date, thatas set forth below: 2.1.1 such Party: (Aa) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (B) It has the corporate power and power, authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under leaseright, and to carry on its business as it is now being conducted; and (C) is in compliance with all requirements of Applicable Lawfree, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party’s ability to perform its obligations under this Agreement; 2.1.2 such Party: (A) has the corporate power and authority and the legal right to enter into this Agreement and and, in so doing, will not violate any other agreement to perform its obligations hereunder; and which it is a party as of the Effective Date. (Bb) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. The This Agreement has been duly executed and delivered on behalf of such Party, Representing Party and constitutes a legal, valid, valid and binding obligation, obligation of such Representing Party and is enforceable against such Party it in accordance with its terms except terms, subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ creditor rights generally and subject to judicial principles affecting the availability of specific performance and general principles of equity (regardless of equity, whether enforcement enforceability is sought in considered a court of proceeding at law or equity);. 2.1.3 such Party (c) It has obtained taken all corporate action necessary consents, approvals to authorize the execution and authorizations delivery of all governmental authorities and Third Parties required to be obtained by such Party in connection with this Agreement, other than any approvals required of applicable Regulatory Authorities as may be required under this Agreement from time to time;. 2.1.4 the (d) The execution and delivery of this Agreement and the performance of such Representing Party’s obligations hereunder: hereunder (Ai) do not, to the best of such Party’s Knowledge, not conflict with or violate any requirement of Applicable Law; applicable law or any provision of the articles of incorporation, bylaws, limited partnership agreement or any similar instrument of such Representing Party, as applicable, in any material way, and (Bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable law or any contractual obligation or court or administrative order by which such Representing Party is bound. (e) The entering into and the performance of such Party; 2.1.5 neither it nor any of its Affiliates has been debarred under Section 306 of the FD&C Act or any equivalent local law or regulation andthis Agreement by Representing Party does not and will not violate, to its Knowledge, no member of its staff has been charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvalsconflict with, or otherwise relating to the regulation of any drug product result in a default under any relevant statute, lawother contract or agreement to which a Representing Party is a party, or regulation, and if at any time such Party or any of its Affiliates or any member of its staff by which it is debarred or charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, it will provide prompt written notice of same to the other Party; and 2.1.6 it follows, and will continue to follow during the Term, reasonable commercial practices to protect its proprietary and Confidential Information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees and using commercially reasonable efforts to require its consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of and during their employment or engagement to the extent relating to the subject matter of this Agreement, and only disclosing Confidential Information to Third Parties pursuant to written agreements containing appropriate confidentiality and non-disclosure obligationsbound.

By Both Parties. Each Party hereby represents, represents and warrants and covenants to the other Party, as of the Effective Date, that: 2.1.1 such Party: (Aa) Such Party is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized; (B) of its incorporation and has the full corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; and (C) is in compliance with all requirements of Applicable Law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party’s ability to perform its obligations under this Agreement; 2.1.2 such Party: (A) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; and carry out the provisions hereof; (Bb) Such Party has taken all necessary corporate action on its part necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. The under this Agreement and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; (c) This Agreement has been duly executed by such Party and delivered on behalf assuming due authorization, execution and delivery by the other Party, constitutes a valid and legally binding obligation of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms except terms, subject to the extent that enforceability may be and limited by (i) applicable bankruptcy, insolvency or insolvency, reorganization, moratorium, and other laws affecting the enforcement of generally applicable to creditors’ rights generally rights; and subject to (ii) judicial discretion in the general principles availability of equity (regardless of whether enforcement is sought in a court of law or equity)equitable relief; 2.1.3 (d) With the exception of the Product Approval, the Manufacturing Facility Registration and the Product Registration, such Party has obtained all necessary consentsobtained, approvals and authorizations of all governmental authorities and Third Parties or is not required to be obtained by such Party obtain, the consent, approval, order, or authorization of any Third Party, or to complete any registration, qualification, designation, declaration or filing with, any governmental entity, in connection with this Agreement, other than any approvals required of applicable Regulatory Authorities as may be required under this Agreement from time to time; 2.1.4 the execution and delivery of this Agreement and the performance of by such Party’s obligations hereunder: (A) do not, to the best of such Party’s Knowledge, conflict with or violate any requirement of Applicable Law; and (B) do not conflict with, or constitute a default under, any contractual obligation of such Party; 2.1.5 neither it nor any Party of its Affiliates has been debarred obligations under Section 306 of the FD&C Act or any equivalent local law or regulation and, to its Knowledge, no member of its staff has been charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, and if at any time such Party or any of its Affiliates or any member of its staff is debarred or charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, it will provide prompt written notice of same to the other Partythis Agreement; and 2.1.6 it follows, (e) The execution and will continue to follow during the Term, reasonable commercial practices to protect its proprietary and Confidential Information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees and using commercially reasonable efforts to require its consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of and during their employment or engagement to the extent relating to the subject matter delivery of this Agreement, and only disclosing Confidential Information the performance by such Party of its obligations under this Agreement, does not: (i) conflict with, nor result in any violation of or default under any such instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; or (ii) conflict with any rights granted by such Party to any Third Parties pursuant Party or breach any obligation that such Party has to written agreements containing appropriate confidentiality and non-disclosure obligationsany Third Party.

By Both Parties. Each Party hereby represents, warrants and covenants to the other Party, Party as of the Effective Date, thatDate as follows: 2.1.1 such Party: 12.1.1 Such Party (A) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (Ba) has the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; and (C) is in compliance with all requirements of Applicable Law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party’s ability to perform its obligations under this Agreement; 2.1.2 such Party: (A) has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; , and (Bb) has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. The This Agreement has been duly executed and delivered on behalf of such Party, Party and constitutes a legal, valid, valid and binding obligation, obligation of such Party and is enforceable against such Party it in accordance with its terms except subject to the extent that enforceability may be limited by applicable effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ creditor rights generally and subject to judicial principles affecting the availability of specific performance and general principles of equity (regardless of equity, whether enforcement enforceability is sought in considered a court of proceeding at law or equity);. 2.1.3 such 12.2.2 Such Party has obtained all necessary consents, approvals and authorizations of all governmental authorities and Third Parties other parties required to be obtained by such Party in connection with this Agreement, other than any approvals required the execution and delivery of applicable Regulatory Authorities as may be required under this Agreement from time to time;and the performance of its obligations hereunder have been obtained. 2.1.4 the 12.2.3 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: hereunder (Aa) do not, to the best of such Party’s Knowledge, not conflict with or violate any requirement of Applicable Law; applicable law or any provision of the articles of incorporation, bylaws or any similar instrument of such Party, as applicable, in any material way, and (Bb) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation of such Party; 2.1.5 neither it nor any of its Affiliates has been debarred under Section 306 of the FD&C Act or any equivalent local law court or regulation and, to its Knowledge, no member of its staff has been charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, and if at any time administrative order by which such Party or any of its Affiliates or any member of its staff is debarred or charged with or convicted under federal law or foreign equivalent for conduct relating to the development or approval of any Regulatory Approval Application or Regulatory Approvals, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, it will provide prompt written notice of same to the other Party; and 2.1.6 it follows, and will continue to follow during the Term, reasonable commercial practices to protect its proprietary and Confidential Information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees and using commercially reasonable efforts to require its consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of and during their employment or engagement to the extent relating to the subject matter of this Agreement, and only disclosing Confidential Information to Third Parties pursuant to written agreements containing appropriate confidentiality and non-disclosure obligationsbound.