Common use of Warranties of the Parties Clause in Contracts

Warranties of the Parties. Each Party severally represents and warrants to each other Party as follows: (a) Such Party is duly organized and validly existing under the Laws of the place of its establishment or incorporation; (b) Such Party possesses the full power, capacity and authority to enter into this Agreement and to perform its obligations hereunder. The representative signing this Agreement on behalf of such Party (if any) is fully authorized to sign this Agreement by a valid power of attorney, board resolution or the relevant constitutive documents of such Party; (c) Upon the effective date of this Agreement, this Agreement shall constitute the legal, valid and binding obligations of such Party; (d) Neither the execution of this Agreement by such Party, nor the performance of its obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, any provision of its articles of incorporation, business license, by-laws or other constitutive documents (if any), or any Law, rule, regulation, authorization or approval of any Governmental Entity, or of any contract or agreement to which it is a party or is subject; (e) No Consent of, with or to any Person is required to be obtained or made by such Party (whether solely or jointly with the other Party or Parties) in connection with the execution, delivery and performance of this Agreement; and (f) There is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best of such Party’s knowledge, threatened, against it with respect to the subject matter of this Agreement or contracts related hereto or that would affect in any way its ability to enter into or perform this Agreement or any such related contracts.

Warranties of the Parties. Each Party severally represents and warrants to each other Party as follows: (a) Such Party is duly organized and validly existing under the Laws of the place of its establishment or incorporation; (b) Such Party possesses the full power, capacity and authority to enter into this Agreement and to perform its obligations hereunder. The representative signing this Agreement on behalf of such Party (if any) is fully authorized to sign this Agreement by a valid power of attorney, board resolution or the relevant constitutive documents of such Party; (c) Upon the effective date of this Agreement, this Agreement shall constitute the legal, valid and binding obligations of such Party; (d) Neither the execution of this Agreement by such Party, nor the performance of its obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, any provision of its articles of incorporation, business license, by-laws or other constitutive documents (if any), or any Law, rule, regulation, authorization or approval of any Governmental Entity, or of any contract or agreement to which it is a party or is subject; (e) No Consent of, with or to any Person is required to be obtained or made by such Party (whether solely or jointly with the other Party or Parties) in connection with the execution, delivery and performance of this Agreement; and (f) There is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best of such Party’s knowledge, threatened, against it with respect to the subject matter of this Agreement or contracts related hereto or that would affect in any way its ability to enter into or perform this Agreement or any such related contracts.