Of Both Parties Sample Clauses
The "Of Both Parties" clause outlines the mutual obligations, rights, or responsibilities that apply equally to all parties involved in an agreement. Typically, this clause ensures that both sides are held to the same standards regarding conduct, performance, or compliance with the terms of the contract. For example, it may require both parties to maintain confidentiality, provide timely notices, or fulfill certain duties. Its core practical function is to establish fairness and reciprocity, ensuring that neither party is unfairly advantaged or disadvantaged by the agreement.
Of Both Parties. Each Party represents and warrants o the other Party that, as of the Effective Date:
9.5.1.1 The execution, delivery and performance of this Agreement and the consummation by the warranting Party of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the warranting Party, as appropriate.
9.5.1.2 This Agreement has been duly executed and delivered by the warranting Party, and constitutes a valid and legally binding obligation of the warranting Party enforceable against such Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or law).
9.5.1.3 The warranting Party has not and will not enter into any agreement, the terms and conditions of which, would be inconsistent or in derogation with any of the terms and conditions hereof.
9.5.1.4 The warranting Party is duly organized and validly existing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery, and performance of this Agreement.
Of Both Parties. Each Party warrants and represents as of the Effective Date that such Party: (i) is authorized to enter into this Agreement; (ii) is aware of no legal, contractual or other restriction, limitation or condition that might affect adversely its ability to perform hereunder, provided that FRESENIUS does not warrant the absence of infringement of a third party’s intellectual property rights related to the use of the TRANSMEDICS Know-How; and (iii) is in good standing under the laws of each jurisdiction in which it is incorporated or engages in business activities.
Of Both Parties. Licensor and Licensee each represents and warrants to the other Party that, as of the Effective Date:
(a) The warranting Party is duly organized and validly existing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
(b) This Agreement has been duly executed and delivered by the warranting Party. This Agreement is a legal, valid and binding obligation of the warranting Party, enforceable against such Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and
(c) The warranting Party is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder.
Of Both Parties. Each Party hereby represents and warrants to the other as follows:
Of Both Parties. Each PARTY represents and warrants to the other PARTY that, as of the EFFECTIVE DATE of this AGREEMENT:
9.1.1. The execution, delivery and performance of this AGREEMENT and the consummation by the warranting PARTY of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the warranting PARTY, as appropriate.
9.1.2. This AGREEMENT has been duly executed and delivered by the warranting PARTY, and constitutes a valid and legally binding obligation of the warranting PARTY enforceable against such PARTY in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to the general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). 23
9.1.3. The warranting PARTY has not and will not enter into any agreement, the terms and conditions of which, would be inconsistent or in derogation with any of the terms and conditions hereof.
9.1.4. The warranting PARTY is duly organized and validly existing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to execute, deliver and perform this AGREEMENT, and has taken all necessary action to authorize the execution, delivery and performance of this AGREEMENT.
9.1.5. The warranting PARTY is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder.
Of Both Parties. Having stated the above, the appearing parties hereby agree to abide by the terms and conditions stated as follows:
Of Both Parties. Each Party represents and warrants that as of the Effective Date such Party:
(a) has full power and authority to enter into, deliver and perform its obligations under this Agreement, and it has taken all action required to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated hereby, and the person signing this Agreement on behalf of such Party has been duly authorized to act on behalf of and to bind such Party;
(b) is aware of no legal, contractual or other restriction, limitation or condition that might affect adversely its ability to perform hereunder; and
(c) is in good standing under the laws of each state or other jurisdiction in which it is incorporated or engages in business activities.
Of Both Parties. Each of NYMT and Midway represents and warrants to the other that:
(i) It is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and is qualified to transaction business and is in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and good standing, except where the failure to be so qualified and in good standing would not materially and adversely affect the rights, power and authority of the party to enter into this Agreement and perform its obligations hereunder.
(ii) It has full power and authority to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly authorized, executed and delivered on its behalf and is a binding and enforceable agreement in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and general principles of equity, Neither its entry into this Agreement nor its performance of its obligations hereunder is or will be in violation or conflict with its organizational documents or any provision of any applicable law, regulation, rule or policy, or any agreement, indenture or any other instrument to which it is a party or by which it is bound.
(iii) It has all governmental and regulatory licenses, registrations, consents, permits and approvals required to perform its obligations under this Agreement, other than any such approval as may be expressly specified herein as a condition to the performance of any of its obligations to be performed hereunder after the date hereof, and has at all times complied and will continue to comply with all laws, regulations and rules applicable to its business. Notwithstanding the foregoing, NYMT acknowledges that Midway is not currently registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act; however, it does intend to so register as an investment adviser in 2011.
(iv) There are no pending or, to such party’s knowledge, threatened actions, suits, proceedings or investigations before or by any court, governmental or administrative authority or agency, board of trade, self-regulatory body, securities exchange or arbitration panel to which it or any of its subsidiaries or principals is a party or to which its assets or business are subject, which...
Of Both Parties. Each PARTY represents and warrants to the other PARTY that, as of the EFFECTIVE DATE of this SECOND AGREEMENT:
10.1.1 The execution, delivery and performance of this SECOND AGREEMENT and the consummation by the warranting PARTY of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the warranting PARTY, as appropriate.
10.1.2 This SECOND AGREEMENT has been duly executed and delivered by the warranting PARTY, and constitutes a valid and legally binding obligation of the warranting PARTY enforceable against such PARTY in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to the general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
10.1.3 The warranting PARTY has not and will not enter into any third party agreement, the terms and conditions of which, would be inconsistent or in derogation with any of the terms and conditions hereof.
10.1.4 The warranting PARTY is duly organized and validly existing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to execute, deliver and perform this SECOND AGREEMENT, and has taken all necessary action to authorize the execution, delivery and performance of this SECOND AGREEMENT.
10.1.5 The warranting PARTY is not subject to any judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder. **** Certain confidential information contained in this document, marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Of Both Parties. Each party represents and warrants that it has and shall maintain (a) any and all insurance required by applicable laws and regulations and (b) commercial general liability insurance, including blanket contractual liability insurance covering such party with respect to its obligations hereunder, with limits of liability that are commercially reasonable * Such coverage shall be maintained for not less than * following expiration or termination of this Agreement or, if such coverage is of the “claims made” type, for * following expiration or termination of this Agreement. Some or all such insurance may be in the form of self-insurance.