Common use of Additional Warranties Clause in Contracts

Additional Warranties. (i) Each party hereby represents and warrants to the other that (i) it has all requisite corporate power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out the transactions contemplated hereby, (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. (ii) Chordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third party. (iii) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms of this Agreement and the applicable Order Form.

Additional Warranties. (i) Each party hereby Supplier represents and warrants to the other that Lannett that: (ia) it It has all requisite corporate full right and power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out perform its obligations hereunder in accordance with its terms; ​ Lannett Company, Inc. Distribution Agreement ‌ ​ (b) All Product and all components and ingredients thereof will be manufactured and delivered in strict compliance with: (i) the transactions contemplated hereby, specifications therefor; (ii) the execution, delivery, and performance terms of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, Quality Agreement; (iii) this Agreement has been duly executed and delivered by such party and (assuming all Applicable Laws, including, but not limited to, the due authorization, executionprovisions of the FD&C Act, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, current Good Manufacturing Practices (“cGMPs”); and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. (ii) Chordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third party. (iii) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel Supplier’s quality control procedures and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith.associated test methods for such Product; (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm No Product will include any components or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or ingredients that would cause such Product to degrade prior to the expiration of such Product’s designated shelf-life; (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant Supplier will not seek to remove or materially reduce functionality deviate from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees manufacturing any Product in accordance with the terms of this Agreement without the prior written consent of a duly authorized representative of Lannett; (e) All manufacturing, packaging and testing procedures utilized with respect to Product have been or will be validated under the applicable Order FormFD&C Act; (f) Neither the manufacture nor the sale of any Product will infringe or violate any patents, trademarks, copyrights, trade secrets or other Intellectual Property Rights of any third party; and (g) Neither Supplier, nor any of its Affiliates, nor, to the best of Supplier’s knowledge, any of their respective employees, have been “debarred” or suspended by the FDA, or subject to a similar sanction from any regulatory authority in the Territory or any jurisdiction outside the Territory, nor have debarment proceedings against Supplier, any of its Affiliates, or any of their respective employees been commenced. Supplier shall not, in the performance of its obligations, under this Agreement use the services of any person so “debarred” or suspended.

Additional Warranties. (i) Each party hereby Supplier represents and warrants to the other that Lannett that: (ia) it It has all requisite corporate full right and power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out perform its obligations hereunder in accordance with its terms; (b) All Products and all components and ingredients thereof will be manufactured and delivered in strict compliance with: (i) the transactions contemplated hereby, specifications therefor; (ii) the execution, delivery, and performance terms of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, Quality Agreement; (iii) this Agreement has been duly executed and delivered by such party and (assuming all Applicable Laws, including, but not limited to, the due authorization, executionprovisions of the FD&C Act, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, current Good Manufacturing Practices (“cGMPs”); and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. (ii) Chordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third party. (iii) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel Supplier’s quality control procedures and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith.associated test methods for such Products; (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm No Products will include any components or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or ingredients that would cause such Products to degrade prior to the expiration of such Products’s designated shelf-life; (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant Supplier will not seek to remove or materially reduce functionality deviate from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees manufacturing any Product in accordance with the terms of this Agreement without the prior written consent of a duly authorized representative of Lannett; (e) All manufacturing, packaging and testing procedures utilized with respect to Products have been or will be validated under the applicable Order FormFD&C Act; (f) Neither the manufacture nor the sale of any Product will infringe or violate any patents, trademarks, copyrights, trade secrets or other Intellectual Property Rights of any third party; and (g) Neither Supplier, nor any of its Affiliates, nor, to the best of Supplier’s knowledge, any of their respective employees, have been “debarred” or suspended by the FDA, or subject to a similar sanction from any regulatory authority in the Territory or any jurisdiction outside the Territory, nor have debarment proceedings against Supplier, any of its Affiliates, or any of their respective employees been commenced. Supplier shall not, in the performance of its obligations, under this Agreement use the services of any person so “debarred” or suspended.

Additional Warranties. (ia) Each party hereby Supplier represents and warrants to Seagate as follows: (1) Supplier is a corporation duly organized, validly existing and in good standing under the other that (i) laws of the jurisdiction in which it has all requisite corporate power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out the transactions contemplated herebywas organized, (ii) Supplier has the executionright, deliverypower and authority to enter into and perform its obligations under this Agreement, and performance (iii) Supplier owns or has acquired and shall maintain all necessary rights, power, and authority to provide Product contemplated herein. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized performance hereunder by all requisite corporate (or, as applicable, other entity) action on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, and (iv) its entry into this Agreement Supplier does not violate and will not violate, conflict with or constitute a breach of or default under or require any agreement consent pursuant to any law, rule or regulation presently applicable to it, its articles of incorporation, bylaws or other governing instruments, any order, decree, judgment or award of any court, regulatory body or other tribunal, or any agreement, instrument or undertaking to which it is a party or otherwise by which it or any of its property is bound. (ii3) Chordiant There is no threatened (to Supplier’s knowledge) or pending litigation relating to the Product and there is no actual or threatened (to Supplier’s knowledge) claim against Supplier alleging the violation, infringement, or misappropriation of any third party’s rights relating to the Product. (b) Seagate represents and warrants to Customer that Supplier as follows: (i1) Chordiant has all necessary rightsSeagate is a corporation duly organized, titlevalidly existing and in good standing under the laws of the jurisdiction in which it was organized, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant Seagate has not received any written notice or claimthe right, power and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third party. (iii) Chordiant represents authority to enter into and warrants to Customer that in performing perform its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v2) Except as set forth on Exhibit B hereto, Chordiant represents The execution and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms delivery of this Agreement and the performance hereunder by Seagate does not and will not violate, conflict with or constitute a breach of or default under or require any consent pursuant to any law, rule or regulation presently applicable Order Formto it, its articles of incorporation, bylaws or other governing instruments, any order, decree, judgment or award of any court, regulatory body or other tribunal, or any agreement, instrument or undertaking to which it is a party or by which it or any of its property is bound.

Additional Warranties. (i) Each party hereby The Major Sub-contractor further warrants, represents and warrants undertakes to the Crown that: (a) the Major Sub-contract to which it and the Contractor are party, has been entered into on Arms Length Terms; (b) it has complied with and fulfilled and shall continue to comply with and fulfil its duties and obligations arising under or by virtue of the Major Sub-contract; (c) without limiting the other that terms of this Deed: (i) it has all requisite corporate power and authority (is aware of those terms of the Project Agreement that apply to it, in its capacity as a Major Sub-contractor or if as a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out the transactions contemplated hereby, Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by act, do or (to the executionextent of its obligations under the Major Sub-contract only), delivery, by omission fail to do anything that would result in the Contractor being in breach or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and performance assist the Crown and/or the Contractor to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreement; (d) there are no documents or agreements in existence or contemplated as at the date of this Agreement Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context of this Deed and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement Project Documents to which it is a party or otherwise bound.party; (ii) Chordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein)be, or be likely to be, material in the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, context of the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third party.Project; or (iii) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under have the effect of varying this Agreement, Chordiant shall comply (and shall require all of its personnel and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), Deed or any other softwareProject Document, programsand in respect of this Deed or the Project Documents, or data performance of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying which by the Major Sub-contractor would have a material adverse effect on the ability of the Software Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project Document; (including Third Party Software embedded thereine) as permitted all information provided to the Crown by the Major Sub-contractor under this AgreementDeed constitutes true, accurate and complete statements of the Major Sub-contractor; and (cf) harm in entering into this Deed and the other Project Documents to which it is a party, it relied upon its own investigations and has not relied upon any representation or otherwise interfere with Customer’ servers or data processing hardware warranty about its subject matter by: (including terminals, auxiliary storage, and communication and peripheral devices), or i) the Crown; or (dii) require action or intervention by Chordiant the Contractor or any other person to allow use of (unless otherwise expressly stated in the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”Major Sub-contract). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms of this Agreement and the applicable Order Form.

Additional Warranties. 15.1 In addition to the warranties contained in clause 8 of the General Terms and Conditions, and save as provided in Schedule 4 of this Annexure A the Supplier furthermore warrants that: (a) All of the Goods or Deliverables, and all goods and materials supplied and used in the Services or transferred to BHBW, will: (i) Each party hereby represents be free from defect in design, materials and warrants to the other that (i) it has all requisite corporate power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out the transactions contemplated hereby, (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound.workmanship; (ii) Chordiant represents be fit for the purpose for which they are intended; (iii) comply with all Applicable Laws and warrants to Customer that guidelines approved by a recognised industry body; (iiv) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant not endanger the rights and licenses to health or safety of any person; (v) perform as described in the Software Supplier’s specifications (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof specifications of the manufacturer or supplier of such Goods or equipment, as contemplated by this Agreementthe case may be); and (vi) not be subject to any right of retention, infringes on pledge, hypothecation, lien, cession in security or misappropriates, encumbrance of any nature or would infringe on any instalment sale or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights credit agreement in favour of any third party. (iiib) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require The Goods will be available for supply at all of its personnel and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except times for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms duration of this Agreement and the applicable Order FormWarranty Period and furthermore warrants that neither production nor distribution will be halted. In the event that the Supplier elects to stop production of all or part of the Goods, the Supplier shall inform BHBW of this fact in writing at least one year in advance of the intended date on which production will be stopped, so that BHBW has an opportunity to place additional orders. (c) Where the supplier is not the manufacturer of the Goods, the Supplier shall do all things necessary to procure that the guarantee provided by the manufacturer in respect of the Goods shall be transferred to and operate in favour of BHBW or its Customer, as the case may be. (d) The supply of the Goods (including any licence granted) or the rendering of the Services to BHBW will not in any way constitute an infringement of any copyright, trade secret, trademark, patent, invention, proprietary information, or any other rights, title or interest in the intellectual property rights of any third party.

Additional Warranties. UNIVERSITY represents, warrants and covenants that, in connection with the Covered Programs: (ia) Each To the extent UNIVERSITY has approval rights over the use by any third-party hereby represents (e.g., other UNIVERSITY sponsors, broadcast partners, etc.) of any photographs or video of footage in which NIKE Products appear as actually worn/used by Team members, Coaches and warrants Staff (e.g., game-action photos, photo day shots, television commercials featuring any Team member or Coach using or wearing Products, etc.), it shall not approve or permit such photos or video to be used with any NIKE Marks that appear therein removed, airbrushed, digitally altered or otherwise obscured. (b) No agreement, contract, understanding or rule of any national, international or collegiate governing body exists which would prevent or limit performance of any of the obligations of the UNIVERSITY hereunder. (c) Neither the UNIVERSITY, nor to the best of the UNIVERSITY’s knowledge, any Coach or any Staff member is party to any oral or written agreement, contract or understanding which would prevent or limit the performance of any obligations set forth in this Agreement. Except as provided for in Paragraph 3(b), UNIVERSITY further represents, warrants and covenants that during the Term UNIVERSITY will not: (1) Sponsor, endorse or allow Coach or any Staff member to sponsor, endorse, wear and/or use athletic footwear or other that Products or running/fitness social networks designed, licensed, manufactured, branded, sold, hosted or presented by or on behalf of any manufacturer other than NIKE; (i2) it Enter into, or allow Coach or any Staff member to enter into, any endorsement, promotional, consulting or similar agreement (including the sale of signage or other media) with any manufacturer of Products other than NIKE; (3) Sell to any person or entity NIKE Products purchased hereunder, except for the sale of game-worn jerseys for fundraising/auction purposes or in the normal course of disposal of surplus property in accordance with Paragraph 7(e)(3); (4) Permit the trade name, trademark, name, logo or any other identification of any manufacturer of Products other than NIKE to appear on signage at Covered Program Activities, except for any product suppliers noted on Schedule A (including, but not limited to, practices, games, exhibitions, clinics, sports camps, photo sessions and interviews); or (5) Take any action inconsistent with the endorsement of NIKE Products, or allow Coach or any Staff member to take any such action. (d) It has all requisite corporate power the full legal right and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into and fully perform this Agreement and to carry out the transactions contemplated hereby, (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it in accordance with its provisions, terms and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. (ii) Chordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant to NIKE all the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third partygranted herein. (iii) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms of this Agreement and the applicable Order Form.

Additional Warranties. (i) Each party The Lessor hereby undertakes for the Subject of the Lease to be the absolute property of the Lessor. The Lessor also undertakes not to sell, transfer or otherwise dispose of the Subject of the Lease or any other parts of the Enterprise or encumber the Subject of the Lease or any such other parts of the Enterprise. The Lessor represents and warrants for the benefit of the Lessee that: the entry into and performance hereof by the Lessor, and the transactions envisaged by this Agreement are not and shall not be contrary to any law or regulation applicable to the other that (i) Lessor and the Plant Company, nor with any statutory documents of the Lessor and the Plant Company or any agreement or document binding upon the Lessor or the Plant Company or any of its assets; it has all requisite corporate the power and authority (or if a party is not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement into, execute and to carry out the transactions contemplated hereby, (ii) the execution, deliveryfulfill, and performance has taken all necessary action to authorize entry into, execution and fulfillment of this Agreement and the consummation of the transactions contemplated hereby hereby; the obligations it assumed under this Agreement are its legal, valid, binding and enforceable obligations; all authorizations and any other acts, conditions or items required or desirable for the Lessor to lawfully enter into this Agreement, exercise its rights and fulfil its obligations under this Agreement and for this Agreement to be admissible as evidence in Montenegro have been duly authorized by all requisite corporate (orobtained, as applicableeffected, other entity) action on the part of such partydone, (iii) this Agreement has been duly fulfilled or executed and delivered by such party are in full force and (assuming the due authorizationeffect; in any proceeding being conducted in Montenegro in relation to this Agreement, it shall not be entitled to claim for itself or any of its assets immunity against suit, execution, attachment or any other legal process; Pursuant to article 639 paragraph of the Law on Contract and delivery hereof by the other party) is a valid and binding obligation Torts of such party and enforceable against it in accordance with its provisionsMontenegro, and (iv) its entry into this Agreement does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. (ii) Chordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or the use thereof as contemplated by this Agreement, infringes on or misappropriates, or would infringe on or misappropriate, the copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of any third party. (iii) Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel and agents involved in Chordiant’s performance under for this Agreement to comply) be certified with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant competent authority. shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other software, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and communication and peripheral devices), or (d) require action or intervention by Chordiant or any other person to allow use of the Software (including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Software (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are be subject to the GNU General Public License any bankruptcy or any other open source license agreement (collectively, “Open Source Code Software”)insolvency proceedings. (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms of this Agreement and the applicable Order Form.