Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized, validly existing, has full power and in good standing in the jurisdiction it is formedauthority to enter into this Agreement and to perform its obligations hereunder; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a validis legally binding upon it, bindingenforceable against it in accordance with its terms, and enforceable obligation upon its executiondoes not conflict with any agreement, instrument or understanding, oral or written, to which it is a party 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 parties shall comply with all applicable laws in performing provisions of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly executed and validly authorized delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its 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 (c) the execution, delivery, and performance of this Agreement constitutes does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementparty or by which it is otherwise bound.

Mutual Representations and Warranties. Each party represents and warrants that: that (a) it is duly organizedhas full power and authority to enter into this Agreement, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly authorized, and validly authorized and (c) this Agreement constitutes a valid, binding, and enforceable obligation is binding upon its execution; and the parties shall comply with all applicable laws in performing this Agreementit.

Mutual Representations and Warranties. Each party represents and warrants that: that (a) it is duly organizedhas full power and authority to enter into this Agreement, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and authorized, (c) this Agreement constitutes a validis binding upon it, binding(d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and enforceable obligation upon its execution; and (e) it is not constrained by any existing agreement in providing complete disclosures to the parties shall comply with all applicable laws in performing other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party Party and each person signing this Agreement on behalf of a Party represents and warrants to the other that: : (a) it is duly organizedSuch Party has not entered this Agreement in reliance upon any promise, validly existinginducement, and agreement, statement, or representation other than those contained in good standing in the jurisdiction it is formed; this Agreement. (b) its execution Such Party has the full right and delivery of power to enter into this Agreement, and the person executing this Agreement has been duly the full right and validly authorized and authority to enter into this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; on behalf of such Party and the parties shall comply with all applicable laws in performing full right and authority to bind such Party to the terms and obligations of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly executed and validly authorized delivered and this Agreement constitutes a valid, binding, valid and binding agreement enforceable obligation upon against such party in accordance with its executionterms; and the parties shall comply (b) no authorization or approval from any third party is required in connection with all applicable laws in performing such party’s execution, delivery, or performance of this Agreement.

Mutual Representations and Warranties. Each party Party represents and warrants that: that (a) it is duly organizedhas full power and authority to enter into this Agreement, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly authorized, and validly authorized and (c) this Agreement constitutes a valid, binding, and enforceable obligation is binding upon its execution; and the parties shall comply with all applicable laws in performing this Agreementit.

Mutual Representations and Warranties. Each party represents and warrants that: that (a) it is duly organizedhas full power and authority to enter into this Agreement, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and authorized, (c) this Agreement constitutes a validis binding upon it, binding(d) the terms of this Agreement are not inconsistent with its other contractual arrangements (including the Collaboration Agreement, as represented and warranted by Artiva), and enforceable obligation upon its execution; and (e) it is not constrained by any existing agreement in providing complete disclosures to the parties shall comply with all applicable laws in performing other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that: to the other that (ai) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a validlegal, bindingvalid 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 necessary right, power and enforceable obligation upon ability to execute this Agreement and to perform its executionobligations therein; and the parties shall comply (iv) no authorization or approval from any third party is required in connection with all applicable laws in performing such party's execution, delivery or performance of this Agreement.

Mutual Representations and Warranties. a. Each party represents and warrants thatto the others as follows: (a) it is duly organizedthis Agreement, validly existingwhen executed by such party, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a will be valid, binding, binding and enforceable obligation upon with respect to such party in accordance with its execution; and the parties shall comply with all applicable laws in performing this Agreement.terms;

Mutual Representations and Warranties. Each party represents and warrants to the other party that: (ai) it is duly organizedfree to enter into this Agreement; (ii) in so doing, validly existing, and in good standing in the jurisdiction it will not violate any other agreement to which it is formeda party; and (biii) its it has taken all corporate action necessary to authorize the execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing performance of its obligations under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that: as follows: (a) it is duly organized, validly existing, and in good standing in that the jurisdiction it is formed; terms of this Agreement are not inconsistent with its other contractual arrangements or obligations; (b) its execution it has full power and delivery of authority to enter into this Agreement; and (c) this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation is binding upon its execution; and the parties shall comply with all applicable laws in performing this Agreementit.

Mutual Representations and Warranties. Each party and each person signing this Agreement on behalf of a party represents and warrants to the other that: : (a) it is duly organizedSuch party has not entered this Agreement in reliance upon any promise, validly existinginducement, and agreement, statement, or representation other than those contained in good standing in the jurisdiction it is formed; this Agreement. (b) its execution Such party has the full right and delivery of power to enter into this Agreement, and the person executing this Agreement has been duly the full right and validly authorized and authority to enter into this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; on behalf of such party and the parties shall comply with all applicable laws in performing full right and authority to bind such party to the terms and obligations of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties (c) it shall comply with all applicable laws Applicable Laws in performing this Agreement.

Mutual Representations and Warranties. Each party Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties (c) it shall comply with all applicable laws Applicable Laws in performing this Agreement.

Mutual Representations and Warranties. Each party represents The Parties hereto respectively represent and warrants warrant to each other that: (a) it is duly organizedeach has the requisite power and authority to enter into this Agreement, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution all necessary and delivery appropriate approvals, authorizations and other steps have been taken to effect the legality of this Agreement, (c) the signatories executing this Agreement has on behalf of each of the Parties have been duly and validly authorized and empowered to execute this Agreement, and (d) this Agreement constitutes a valid, binding, is valid and shall be binding upon and enforceable obligation upon its execution; and against each of the parties shall comply with all applicable laws in performing this AgreementParties.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized: 5.1.1 It has all requisite corporate power to enter into this Agreement and to carry out the transactions contemplated by this Agreement; 5.1.2 The execution, validly existing, delivery and in good standing in the jurisdiction it is formed; (b) its execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate actions on the part of such party; and 5.1.3 This Agreement has been duly and validly authorized executed and this Agreement delivered by it and constitutes a validlegal and binding obligation, binding, and enforceable obligation upon against it in accordance with its execution; and the parties shall comply with all applicable laws in performing this Agreementterms.

Mutual Representations and Warranties. Each party hereby represents and warrants that: to the other party that (a) it the person executing this Agreement is duly organized, validly existing, and in good standing in the jurisdiction it is formedauthorized to execute this Agreement; (b) its execution 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 has been duly and validly authorized and this Agreement constitutes a validdoes not conflict with any agreement, bindinginstrument or understanding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementoral or written, to which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Mutual Representations and Warranties. Each party Party represents and warrants that: (ai) it is duly organizedhas the right and power to enter into this Agreement, validly existing(ii) an authorized representative has accepted this Agreement, and in good standing in the jurisdiction (iii) it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties shall will comply with all applicable laws in performing and regulations pertaining to this Agreement.

Mutual Representations and Warranties. Each party Party hereby represents and warrants that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized 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 execute and perform in accordance with this Agreement; and (c) such Party’s execution, delivery and performance of this Agreement constitutes a valid, binding, and enforceable will not conflict with or violate any agreement or other obligation applicable to such Party or binding upon its execution; and the parties shall comply with all applicable laws in performing this Agreementassets.

Mutual Representations and Warranties. Each party represents and warrants that: that (ai) it is duly organizedhas the right and power to enter into this Agreement, validly existing(ii) an authorized representative has accepted this Agreement, and in good standing in the jurisdiction (iii) it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties shall will comply with all applicable laws in performing and regulations pertaining to this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (: a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly executed and validly authorized delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its 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 c) the execution, delivery, and performance of this Agreement constitutes does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementparty or by which it is otherwise bound.

Mutual Representations and Warranties. Each party of the Parties represents and warrants that: that (ai) it is duly organized, validly existing, fully authorized to enter into this Agreement; (ii) its entering into and in good standing in the jurisdiction performance under this Agreement does not violate or breach its organization documents or any agreement or contract to which it is formeda Party; (biii) there is no claim, demand, action, suit, proceeding or investigation pending or currently threatened against it or any of its execution and delivery of affiliates that, if adversely determined, would restrict it from entering into this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon carrying out its execution; and the parties shall comply with all applicable laws in performing obligations under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that: to the other that (ai) it is duly organized, validly existing, has the legal right and in good standing in the jurisdiction it is formedpower to enter into this Agreement and to perform fully its obligations hereunder; (bii) its execution and delivery of this Agreement has and the signatories hereto have been duly and validly authorized and authorized; (iii) this Agreement constitutes is a validvalid and binding agreement of such party, binding, and enforceable obligation upon in accordance with its executionterms; and (iv) this Agreement does not violate the parties shall comply with all applicable laws in performing this Agreementterms of any other contract executed by either party.

Mutual Representations and Warranties. Each party to this Agreement represents and warrants to the other party that: (a) its execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to which it is duly organized, validly existing, and in good standing in the jurisdiction a party or by which it is formedbound; and (b) its execution when executed and delivery of delivered, this Agreement has been duly will constitute the legal, valid and validly authorized and this Agreement constitutes a validbinding obligation of such party, binding, and enforceable obligation upon against it in accordance with its execution; and the parties shall comply with all applicable laws in performing this Agreementterms.

Mutual Representations and Warranties. Each party represents and warrants that: to the other that (ai) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a validlegal, bindingvalid 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 necessary right, power and enforceable obligation upon ability to execute this Agreement and to perform its executionobligations therein; and the parties shall comply (iv) no authorization or approval from any third party is required in connection with all applicable laws in performing such party’s execution, delivery or performance of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that: (a) : i. it is duly organized, validly existinghas the legal power to enter into this Agreement, and in good standing in the jurisdiction it is formed; (b) its execution that, when executed and delivery of delivered; ii. this Agreement has been duly will constitute the legal, valid and validly authorized binding obligation of such party, enforceable in accordance with its terms and this Agreement constitutes a valid, binding, and enforceable obligation upon its executionconditions; and the parties and iii. it shall comply with all applicable laws in performing and regulations, governmental orders and court orders, which relate to this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (ai) it is duly organizedthe party has the full power and authority to enter into and perform under this Agreement, validly existing, and in good standing in the jurisdiction it is formed; (bii) its execution and delivery performance of this Agreement has been duly does not constitute a breach of, or conflict with, any other agreement or arrangement by which the party is bound, and validly authorized and (iii) the terms of this Agreement constitutes are a legal, valid, binding, and enforceable binding obligation upon its execution; and of the parties shall comply with all applicable laws in performing party entering into this Agreement, enforceable in accordance with these terms and conditions.

Mutual Representations and Warranties. Each party represents and warrants that: (ai) it is duly organized, validly existing, has full power and in good standing in the jurisdiction authority to enter into this Agreement and to perform all of its obligations hereunder; and (ii) its entry into this Agreement does not violate any other agreement by which it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementbound.

Mutual Representations and Warranties. Each party hereby represents and warrants that: (ai) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing, existing and in good standing in under the laws of the jurisdiction it is formedof its origin; (biii) its execution and delivery of this Agreement it has been duly and validly authorized and this Agreement constitutes a valid, bindingnot entered into, and enforceable obligation upon its execution; and during the parties shall comply Term will not knowingly enter into, any agreement that would prevent it from complying with all applicable laws in performing this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: : (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly executed and validly authorized delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its 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 (c) the execution, delivery, and performance of this Agreement constitutes does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementparty or by which it is otherwise bound.

Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, has the power and in good standing in authority to enter into this Agreement and to carry out the jurisdiction it is formedobligations hereunder; (b) its execution the execution, delivery and delivery performance of this Agreement has and the transactions and other documents contemplated hereby have been duly and validly authorized and this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with by all applicable laws in performing this Agreement.necessary corporate or

Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existinghas the power and authority to enter into this Agreement, and in good standing in the jurisdiction it is formedexecution, delivery, and performance of this Agreement and the transactions and other documents contemplated have been authorized by the parties; and (b) its execution and delivery of this Agreement has been duly executed and validly authorized delivered by each party, and this Agreement constitutes a legal, valid, bindingand binding obligation of the party, and fully enforceable obligation upon against the party in accordance with its execution; and the parties shall comply with all applicable laws in performing this Agreement.terms, subject to

Mutual Representations and Warranties. Each party represents and warrants that: to the other as follows: (a) it is duly organizedformed and validly existing in its jurisdiction of incorporation or formation, validly existing, and in good standing in the jurisdiction it is formed; as applicable; (b) it has the power and authority to enter into and perform its execution and delivery of obligations pursuant to this Agreement; and (c) this Agreement has been duly and validly authorized and this Agreement constitutes is a valid, bindinglegal and binding obligation on it, and enforceable obligation upon in accordance with its execution; and the parties shall comply with all applicable laws in performing this Agreementterms.

Mutual Representations and Warranties. Each party represents and warrants that: (ai) it is duly organizedhas the full corporate right, validly existingpower, and in good standing in the jurisdiction it is formedauthority to enter into this Agreement and perform its obligations hereunder; (bii) its execution when executed and delivery of delivered, this Agreement has been duly and validly authorized and this Agreement constitutes will constitute a legal, valid, binding, and binding obligation enforceable obligation upon against it in accordance with its executionterms; and the parties shall (iii) it will comply with all applicable laws laws, rules, regulations, and orders of any governmental authority in performing its performance of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other party that: (ai) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery terms of this Agreement are not inconsistent with any other contractual or legal obligations such party may have as of the date hereof; (ii) it has been duly and validly authorized and the right to enter into this Agreement constitutes a valid, binding, and enforceable obligation upon perform its execution; obligations hereunder and (iii) it has the parties shall comply with all applicable laws in performing this Agreementright to disclose the Confidential Information to the other party.

Mutual Representations and Warranties. Each party represents of the Parties hereby represents, warrants and warrants that: covenants as follows: (a) 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 is duly organized, validly existing, and in good standing in the jurisdiction a Party or by which it is formed; (b) its execution and delivery bound, nor violate any law or regulation of this Agreement has been duly and validly authorized and this Agreement constitutes a validany court, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementgovernmental body or administrative or other agency having jurisdiction over it.

Mutual Representations and Warranties. Each party Party represents and warrants ------------------------------------- to each of the other Parties that: : (a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; It has all requisite legal power to enter into this Agreement. (b) its execution All acts required of it for the due and valid authorization, execution, delivery and performance of this Agreement has have been duly and validly authorized and this taken. (c) This Agreement constitutes a validis its binding obligation, binding, and enforceable obligation upon in accordance with its execution; and the parties shall comply with all applicable laws in performing this Agreementterms.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (ai) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly entered into and validly authorized constitutes a valid and binding agreement enforceable against such party in accordance with its 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 (iii) the entering into and performance of this Agreement constitutes does not and will not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a valid, binding, and enforceable obligation upon its execution; and the parties shall comply with all applicable laws in performing this Agreementparty or by which it is otherwise bound.

Mutual Representations and Warranties. Each party represents and warrants that: to the other that (ai) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a validlegal, bindingvalid and binding obligation, and enforceable obligation upon against it in accordance with its executionterms; and (ii) the parties shall comply with all applicable laws in performing this Agreement.party's

Mutual Representations and Warranties. Each party represents and warrants that: (ai) it is duly organizedhas the full right, validly existingpower, and in good standing in authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the jurisdiction it is formedrights granted hereunder; and (bii) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a legal, valid, bindingand binding obligation, and enforceable obligation upon its execution; and against it in accordance with the parties shall comply with all applicable laws in performing terms of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that: (: a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed; (b) its execution and delivery of this Agreement has been duly and validly authorized and this Agreement constitutes a validvalid and binding agreement enforceable against such party in accordance with its terms; b) no authorization or approval from any third party is required in connection with such party’s execution, bindingdelivery, or performance of this Agreement; and c) the execution, delivery, and enforceable obligation upon its execution; and performance of this Agreement does not violate the parties shall comply with all applicable laws in performing this Agreementof any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.