Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, and (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

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

Mutual Representations and Warranties. Each party represents and warrants that to the other that: (a) it has full power and authority to enter into this Agreement, Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, (c) this Agreement is legally binding upon it, enforceable against it in accordance with its terms, and does 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 (dc) the terms of this Agreement are such party is not under any pre-existing obligation inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under provisions of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that to the other that: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorizedexecuted and 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) this Agreement is binding upon itthe execution, (d) the terms delivery, and performance of this Agreement are does not inconsistent with its violate the laws of any jurisdiction or the terms or conditions of any other contractual arrangements, and (e) agreement to which it is not constrained a party or by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementwhich it is otherwise bound.

Mutual Representations and Warranties. Each party Party and each person signing this Agreement on behalf of a Party represents and warrants that to the other that: (a) it Such Party has not entered this Agreement in reliance upon any promise, inducement, agreement, statement, or representation other than those contained in this Agreement. (b) Such Party has the full right and power to enter into this Agreement, and the person executing this Agreement has the full right and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) on behalf of such Party and the full right and authority to bind such Party to the terms and obligations of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that to the other party that: (ai) it has full power and authority is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (biii) this Agreement it has been duly authorized, (c) this Agreement is binding upon it, (d) taken all corporate action necessary to authorize the terms execution and delivery of this Agreement are not inconsistent with and the performance of its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party and each person signing this Agreement on behalf of a party represents and warrants that to the other that: (a) it Such party has not entered this Agreement in reliance upon any promise, inducement, agreement, statement, or representation other than those contained in this Agreement. (b) Such party has the full right and power to enter into this Agreement, and the person executing this Agreement has the full right and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) on behalf of such party and the full right and authority to bind such party to the terms and obligations of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that as follows: (a) that the terms of this Agreement are not inconsistent with its other contractual arrangements or obligations; (b) it has full power and authority to enter into this Agreement, ; and (bc) this Agreement has been duly authorized, (c) this Agreement authorized and is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. a. Each party represents and warrants that to the others as follows: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorizedwhen executed by such party, (c) this Agreement is will be valid, binding upon it, (d) the terms of this Agreement are not inconsistent and enforceable with respect to such party in accordance with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.terms;

Mutual Representations and Warranties. Each party Party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, and (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that (ai) 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 full all necessary right, power and authority ability to enter into this Agreement, (b) execute this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with and to perform its other contractual arrangements, obligations therein; and (eiv) it no authorization or approval from any third party is not constrained by any existing agreement required in providing complete disclosures to the other party concerning obligations to be performed under connection with such party's execution, delivery or performance of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangementsarrangements (including the Collaboration Agreement, as represented and warranted by Artiva), and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that to the other that: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is executed and delivered and constitutes a valid and binding upon it, (d) the terms of this Agreement are not inconsistent agreement enforceable against such party in accordance with its other contractual arrangements, terms; and (eb) it no authorization or approval from any third party is not constrained by any existing agreement required in providing complete disclosures to the other party concerning obligations to be performed under connection with such party’s execution, delivery, or performance of this Agreement.

Mutual Representations and Warranties. Each party Party hereby represents and warrants that that: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, and validly 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) this Agreement is binding upon itsuch Party’s execution, (d) the terms delivery and performance of this Agreement are will not inconsistent conflict with or violate any agreement or other obligation applicable to such Party or binding upon its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementassets.

Mutual Representations and Warranties. Each party of the Parties represents and warrants that (ai) it has full power and authority is fully authorized to enter into this Agreement, ; (bii) its entering into and performance under this Agreement has been duly authorizeddoes not violate or breach its organization documents or any agreement or contract to which it is a Party; (iii) there is no claim, (c) demand, action, suit, proceeding or investigation pending or currently threatened against it or any of its affiliates that, if adversely determined, would restrict it from entering into this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with and carrying out its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party represents and warrants to the other that (a) it has full power and authority to enter into this Agreement, (bi) this Agreement has been duly authorizedconstitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (c) this Agreement is binding upon it, (dii) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.party's

Mutual Representations and Warranties. Each party represents and warrants that (ai) it has full the right and power and authority to enter into this Agreement, (bii) an authorized representative has accepted this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangementsAgreement, and (eiii) it is not constrained by any existing agreement in providing complete disclosures will comply with all applicable laws and regulations pertaining to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party hereby represents and warrants that that: (ai) it has full power and authority to enter into this Agreement, Agreement and perform its obligations hereunder; (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (eii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not constrained by entered into, and during the Term will not knowingly enter into, any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under that would prevent it from complying with this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that to the other that: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorizedexecuted and 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) this Agreement is binding upon itthe execution, (d) the terms delivery, and performance of this Agreement are does not inconsistent with its violate the laws of any jurisdiction or the terms or conditions of any other contractual arrangements, and (e) agreement to which it is not constrained a party or by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementwhich it is otherwise bound.

Mutual Representations and Warranties. Each party represents of the Parties hereby represents, warrants and warrants that covenants as follows: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this This Agreement is a legal and valid obligation binding upon it, (d) the terms of this Agreement are not inconsistent such Party and enforceable in accordance with its other contractual arrangementsterms. The execution, delivery and (e) performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is not constrained a Party or by which it is bound, nor violate any existing agreement in providing complete disclosures to the law or regulation of any court, governmental body or administrative or other party concerning obligations to be performed under this Agreementagency having jurisdiction over it.

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

Mutual Representations and Warranties. Each party represents and warrants that that: (ai) it has full power and authority to enter into this Agreement, Agreement and to perform all of its obligations hereunder; and (bii) its entry into this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are does not inconsistent with its violate any other contractual arrangements, and (e) agreement by which it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementbound.

Mutual Representations and Warranties. Each party represents and warrants that (to the other that: a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorizedexecuted and 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) this Agreement is binding upon itthe execution, (d) the terms delivery, and performance of this Agreement are does not inconsistent with its violate the laws of any jurisdiction or the terms or conditions of any other contractual arrangements, and (e) agreement to which it is not constrained a party or by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementwhich it is otherwise bound.

Mutual Representations and Warranties. Each party represents and warrants that to the other that: (ai) it the party has the full power and authority to enter into and perform under this Agreement, (bii) execution and performance of this Agreement has been duly authorizeddoes not constitute a breach of, or conflict with, any other agreement or arrangement by which the party is bound, and (c) this Agreement is binding upon it, (diii) the terms of this Agreement are not inconsistent with its other contractual arrangementsa legal, valid, and (e) it is not constrained by any existing agreement in providing complete disclosures to binding obligation of the other party concerning obligations to be performed under entering into this Agreement, enforceable in accordance with these terms and conditions.

Mutual Representations and Warranties. Each party represents and warrants that to the other that: (a) it has full power and authority to enter into this Agreement, (bi) this Agreement has been duly authorized, entered into and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (cii) no authorization or approval from any third party is required in connection with such party’s entering into or performance of this Agreement is binding upon it, Agreement; and (diii) the terms entering into and performance of this Agreement are does not inconsistent with its and will not violate the laws of any jurisdiction or the terms or conditions of any other contractual arrangements, and (e) agreement to which it is not constrained a party or by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementwhich it is otherwise bound.

Mutual Representations and Warranties. Each party represents and warrants to the other that (ai) it has full the legal right and power and authority to enter into this Agreement, Agreement and to perform fully its obligations hereunder; (bii) this Agreement has and the signatories hereto have been duly authorized, ; (ciii) this Agreement is a valid and binding upon itagreement of such party, enforceable in accordance with its terms; and (div) this Agreement does not violate the terms of this Agreement are not inconsistent with its any other contractual arrangements, and (e) it is not constrained contract executed by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementeither party.

Mutual Representations and Warranties. Each party to this Agreement represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning that: (a) its execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to be performed under which it is a party or by which it is bound; and (b) when executed and delivered, this AgreementAgreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

Mutual Representations and Warranties. Each party represents and warrants that that: (a) it has full the power and authority to enter into this Agreement, Agreement and to carry out the obligations hereunder; (b) this Agreement has been duly authorizedthe execution, (c) this Agreement is binding upon it, (d) the terms delivery and performance of this Agreement are not inconsistent with its and the transactions and other contractual arrangements, and (e) it is not constrained documents contemplated hereby have been duly authorized by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.all necessary corporate or

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

Mutual Representations and Warranties. Each party represents The Parties hereto respectively represent and warrants that warrant to each other that: (a) it each has full the requisite power and authority to enter into this Agreement, (b) all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Agreement has been duly authorizedAgreement, (c) the signatories executing this Agreement on behalf of each of the Parties have been duly authorized and empowered to execute this Agreement, and (d) this Agreement is valid and shall be binding upon it, (d) and enforceable against each of the terms of this Agreement are not inconsistent with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this AgreementParties.

Mutual Representations and Warranties. Each party represents and warrants to the other that (ai) 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 full all necessary right, power and authority ability to enter into this Agreement, (b) execute this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with and to perform its other contractual arrangements, obligations therein; and (eiv) it no authorization or approval from any third party is not constrained by any existing agreement required in providing complete disclosures to the other party concerning obligations to be performed under connection with such party’s execution, delivery or performance of this Agreement.

Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that (a) it has full power and authority the person executing this Agreement is authorized to enter into execute this Agreement, ; (b) this Agreement has been duly authorized, is legal and valid and the obligations binding upon such party are enforceable by their terms; and (c) this Agreement is binding upon itthe execution, (d) the terms delivery and performance of this Agreement are does not inconsistent conflict with its any agreement, instrument or understanding, oral or written, to which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementagency having jurisdiction over it.

Mutual Representations and Warranties. Each party Party represents and warrants that that: (ai) it has full the right and power and authority to enter into this Agreement, (bii) an authorized representative has accepted this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent with its other contractual arrangementsAgreement, and (eiii) it is not constrained by any existing agreement in providing complete disclosures will comply with all applicable laws and regulations pertaining to the other party concerning obligations to be performed under this Agreement.

Mutual Representations and Warranties. Each party Party represents and warrants that ------------------------------------- to each of the other Parties that: (a) it It has full all requisite legal power and authority to enter into this Agreement, . (b) All acts required of it for the due and valid authorization, execution, delivery and performance of this Agreement has have been duly authorized, and validly taken. (c) this This Agreement is its binding upon itobligation, (d) the terms of this Agreement are not inconsistent enforceable in accordance with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementterms.

Mutual Representations and Warranties. Each party represents and warrants that to the other party that: (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, (di) the terms of this Agreement are not inconsistent with its any other contractual arrangements, or legal obligations such party may have as of the date hereof; (ii) it has the right to enter into this Agreement and perform its obligations hereunder and (eiii) it is not constrained by any existing agreement in providing complete disclosures has the right to disclose the Confidential Information to the other party concerning obligations to be performed under this Agreementparty.

Mutual Representations and Warranties. Each party represents and warrants that that: (ai) it has the full power corporate right, power, and authority to enter into this AgreementAgreement and perform its obligations hereunder; (ii) when executed and delivered, (b) this Agreement has been duly authorizedwill constitute a legal, (c) this Agreement is valid, and binding upon it, (d) the terms of this Agreement are not inconsistent obligation enforceable against it in accordance with its other contractual arrangementsterms; and (iii) it will comply with all applicable laws, rules, regulations, and (e) it is not constrained by orders of any existing agreement governmental authority in providing complete disclosures to the other party concerning obligations to be performed under its performance of this Agreement.

Mutual Representations and Warranties. Each party represents and warrants that (a) it to the other that: 5.1.1 It has full all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; 5.1.2 The execution, (b) delivery and 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 authorizedand validly executed and delivered by it and constitutes a legal and binding obligation, (c) this Agreement is binding upon it, (d) the terms of this Agreement are not inconsistent enforceable against it in accordance with its other contractual arrangements, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementterms.

Mutual Representations and Warranties. Each party represents and warrants that (a) that: i. it has full the legal power and authority to enter into this Agreement, (b) and that, when executed and delivered; ii. this Agreement has been duly authorizedwill constitute the legal, (c) this Agreement is valid and binding upon itobligation of such party, (d) the terms of this Agreement are not inconsistent enforceable in accordance with its other contractual arrangementsterms and conditions; and iii. it shall comply with all applicable laws and regulations, governmental orders and (e) it is not constrained by any existing agreement in providing complete disclosures court orders, which relate to the 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 such party has the full power and authority to enter into this Agreement, Agreement and to perform its obligations hereunder; and (bii) such party’s execution of and performance under this Agreement has been duly authorized, (c) this Agreement is binding upon it, (d) the terms of this Agreement are will not inconsistent breach any oral or written agreement with its other contractual arrangements, and (e) it is not constrained any third party or any obligation owed by such party to any existing agreement third party to keep any information or materials in providing complete disclosures to the other party concerning obligations to be performed under this Agreementconfidence or in trust.

Mutual Representations and Warranties. Each party represents and warrants that that: (a) it has full the power and authority to enter into this Agreement, and the execution, delivery, and performance of this Agreement and the transactions and other documents contemplated have been authorized by the parties; and (b) this Agreement has been duly authorizedexecuted and delivered by each party, (c) this Agreement is and constitutes a legal, valid, and binding upon itobligation of the party, (d) fully enforceable against the terms of this Agreement are not inconsistent party in accordance with its other contractual arrangementsterms, and (e) it is not constrained by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreement.subject to

Mutual Representations and Warranties. Each party represents and warrants that (to the other that: a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorizedconstitutes 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) this Agreement is binding upon itthe execution, (d) the terms delivery, and performance of this Agreement are does not inconsistent with its violate the laws of any jurisdiction or the terms or conditions of any other contractual arrangements, and (e) agreement to which it is not constrained a party or by any existing agreement in providing complete disclosures to the other party concerning obligations to be performed under this Agreementwhich it is otherwise bound.