American List. American List represents and warrants that:
(a) American List owns all right, title and interest in and to the ASL Childrens' File, the ASL College Student at Home Files and the ASL College File and all intellectual property rights relating thereto, and has the right to grant the licenses, options and other rights set forth in Sections 2 2. 2.4 and 3.1;
(b) American List has the right to possess the data included in the ASL Childrens' File, the ASL College Student at Home Files and the ASL College File. Neither Metromail's distribution (including through sublicenses) of such files, nor Metromail's provision of data from such files (for use on mailing lists or otherwise) will violate the rights of any third party;
(c) There is no pending or threatened claim or litigation relating to the ASL Childrens' File, any ASL College Student at Home File or the ASL College File;
(d) Neither the ASL Childrens' File, the ASL College Student at Home Files nor the ASL College File nor any of the licenses, options or other rights granted by American List under this Agreement infringes, misappropriates or otherwise violates any copyright, trade secret or other intellectual property right of any third party;
(e) All services performed by ASL in fulfillment of orders placed by Metromail under Section 3.0 will be performed in a good and workmanlike and in accordance with ASL's published specifications or documentation for such services; and
(f) The transactions contemplated by this Agreement have been properly authorized on behalf of ALC and ASL; this Agreement is enforceable against ALC and ASL in f accordance with its terms (except as enforcement may be limited by bankruptcy or insolvency laws, or by general equitable principles); and the execution and delivery of this Agreement and the consummation of the transactions contemplated by it will not violate or cause a default under any agreement or obligation of ALC or ASL.
