Common use of Client Warranties Clause in Contracts

Client Warranties. Client covenants, represents and warrants to Halo that: (a) the preliminary copy of the Specifications provided by Client to Halo further to Section ‎3.3 is true and accurate in all material respects, and, to the best of Client’s knowledge, there will be no material change to such Specifications after the Effective Date; (b) Client owns or has a valid right and license to use all Specifications for each Product and Client may lawfully disclose all Specifications to Halo for Halo’s use in connection with providing Manufacturing Services; (c) to Client’s knowledge as of the Effective Date, all Intellectual Property (other than Halo’s Intellectual Property) provided by Client to Halo for use in connection with providing Manufacturing Services (i) may lawfully be used by Halo in connection with providing (d) to Client’s knowledge as of the Effective Date, there are no Third Party Rights related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the Agreement; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; (g) to Client’s knowledge, all Active Material Client will provide to Halo hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo; and (i) all Product delivered to Client by Halo hereunder shall be held, used, distributed, sold and otherwise disposed of by or on behalf of Client in accordance with all Applicable Laws.

Client Warranties. The Client covenants, represents and warrants that, to Halo thatthe Client’s knowledge as of the Effective Date: (a) the preliminary copy provision of the Specifications provided Manufacturing by Client Patheon solely in respect of any Product pursuant to Halo further this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to Section ‎3.3 is true perform its obligations under this Agreement does not and accurate in all material respects, and, to the best of Client’s knowledge, there will be no material change to such Specifications after the Effective Datenot infringe any Third Party Rights; (b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the Product or any of the Active Materials and the Components provided by the Client owns to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has a valid right Regulatory Authority approval to market such Products, (ii) ****, and license to use all (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the Specifications for each Product of the Products are its or its Affiliate’s property or licensed to the Client and that the Client may lawfully disclose all the Specifications to Halo for Halo’s use in connection with providing Manufacturing ServicesPatheon; (cii) to the Client’s knowledge as of the Effective Date, all any Intellectual Property (other than Halo’s Intellectual Property) provided by the Client to Halo for use Patheon in connection with providing the provision of the Manufacturing Services according to the Specifications (i) may lawfully be used by Halo in connection with providing (d) to is the ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Client’s knowledge or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as of directed by the Effective Date, there are no Third Party Rights related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the Agreement; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; (giii) to Client’s knowledge, all Active Material Client will provide to Halo hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo****; and (iiii) the Specifications for all Product delivered Products, as provided by the Client to Client by Halo hereunder shall be heldPatheon, used, distributed, sold conform to all applicable cGMPs and otherwise disposed of by or on behalf of Client in accordance with all Applicable Laws.

Client Warranties. 3.1 The Client covenants, represents and warrants to Halo that: (a) 3.1.1 it is authorised to instruct the preliminary copy Company to distribute the Subscription Services notwithstanding that the Client may be acting directly or indirectly for another person as an advertising agent or media Client or in some other representative capacity; 3.1.2 the reproduction and/or distribution of the Specifications provided by Client Subscription Services will not breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any third party or render the Company liable to Halo further to Section ‎3.3 is true any proceedings whatsoever; 3.1.3 it shall not share any user accounts and accurate in all material respects, and, / or credentials providing access to the best of Client’s knowledge, there will be no material change to such Specifications after the Effective DateSubscription Services either internally or externally with any third party; (b) Client owns 3.1.4 it shall be responsible for any Licensee Additions that it uploads to any of the Products and / or has a valid right and license to use all Specifications for each Services; and 3.1.5 it is purchasing the Product and Client may lawfully disclose all Specifications / or Services for research purposes only and is expressly prohibited from using the Product and / or Services to Halo for Halo’s use in connection with providing Manufacturing Servicescreate contact databases, list-building or any other purpose; 3.1.6 the Licensee shall pay the Fees to the Company in accordance with this Agreement, the Order and any Endorsement to the Order Form or this Agreement; 3.1.7 the Licensee must not allow or suffer any User’s account or access to the Licensed Package (cor any part thereof) to Client’s knowledge as of the Effective Date, all Intellectual Property (other than Halo’s Intellectual Property) provided by Client to Halo for use in connection with providing Manufacturing Services (i) may lawfully be used by Halo more than one individual unless it has been reassigned in connection its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Licensed Package. The Licensee shall ensure that User keeps a secure password for their use of the Licensed Package, which is kept confidential; 3.1.8 the Licensee shall maintain a written, up to date list of current Users and provide such list to the Company on request; 3.1.9 the Licensee shall ensure that any User who is no longer employed by the Licensee (or Sub-Licensee as applicable) is no longer able to access the Licensed Package; 3.1.10 the Licensee shall not (and shall procure that any Sub-Licensee shall not), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Licensed Package in any form or media or by any means, or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form (where not already in such form) all or any part of the Licensed Package; 3.1.11 the Licensee shall not (and shall procure that any Sub-Licensee shall not) access all or any part of the Licensed Package in order to build a product or service which competes with providing the Licensed Package, or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Licensed Package available (din each case directly or indirectly, whether on a standalone basis or as part of any other information service) to Client’s knowledge any third party except the Users and Sub- Licensees, or attempt to obtain, or assist third parties in obtaining, access to the Licensed Package, other than as permitted under this Agreement (and in any event such permission shall not extend to access or use of the Effective Date, there are no Third Party Rights related to Client’s Intellectual Property Licensed Package or any part thereof by any third party that would be infringed, violated competes with all or misused by Client’s performance any part of the business carried on by the Company from time to time); 3.1.12 the Licensee shall not (and shall ensure that Users shall not) access, store, distribute or transmit any malicious code or virus, or any material during the course of its use of the Licensed Package that is unlawful, obscene, offensive, discriminatory, or otherwise infringes the rights of any third party. The Company reserves the right, without liability or prejudice to its other rights, to disable the Licensee’s access to any material that breaches the provisions of this clause 3.1.12; 3.1.13 the Licensee shall use (and shall procure that any Sub-Licensee shall use) all reasonable endeavours to prevent any unauthorised access to, or use of, the Licensed Package and, in the event of any such unauthorised access or use, promptly notify the Company; 3.1.14 the Licensee shall procure that each Sub-Licensee complies with and does not breach the provisions of this Agreement; 3.1.15 the Licensee shall in any event be responsible for the acts or omissions of the Users and Sub-Licensees and any third party whom it permits to access the Licensed Package; 3.1.16 the Licensee shall ensure that the Licensed Package (eor any part of it) it has shall not be integrated into any other database held by the Licensee or any User without the prior written consent of The Company. The Licensee shall ensure that no knowledge User shall hold all or any part of any claims, actions the Licensed Package on an intranet or other actual basis which permits any User access to the Licensed Package by any means other than remotely accessing the Licensed Package licensed to the Licensee pursuant to this Agreement; 3.1.17 the Licensee shall (and shall procure that any Sub-Licensee shall) permit the Company or threatened legal proceedingsits designated auditor to audit its use of the Licensed Package (and shall provide such other information, access and assistance as is reasonably required by the Company) in order to audit compliance with this Agreement (including in relation to compliance with clause 7 ‘Termination’, for which purpose this clause 3.1.17 shall survive termination of this Agreement, howsoever arising). Each such audit may be conducted no more than once per quarter, at the Company’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Licensee’s normal conduct of business. If such audit reveals that the Licensee has underpaid Fees to the Company, then without prejudice to the Company’s other rights, the subject of which is Licensee shall pay an amount equal to such underpayment to the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; (g) to Client’s knowledge, all Active Material Client will provide to Halo hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo; and (i) all Product delivered to Client by Halo hereunder shall be held, used, distributed, sold and otherwise disposed of by or on behalf of Client in accordance with all Applicable LawsCompany.

Client Warranties. Client covenants, represents and warrants to Halo that: (a) to the best of Client’s knowledge, the preliminary copy of the Specifications provided by Client to Halo further to Section ‎3.3 is true and accurate in all material respects, and, to the best of Client’s knowledge, there will be no material change to such Specifications after the Effective DateSpecifications; (b) Client owns or has a valid right and license it shall at all times comply with all material Applicable Laws relating to use all Specifications for each Product and Client may lawfully disclose all Specifications to Halo for Halo’s use in connection with providing Manufacturing Services; (c) to Client’s knowledge as of the Effective Date, all Intellectual Property (other than Halo’s Intellectual Property) provided by Client to Halo for use in connection with providing Manufacturing Services (i) may lawfully be used by Halo in connection with providing (d) to Client’s knowledge as of the Effective Date, there are no Third Party Rights related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the its activities under this Agreement; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; (g) to Client’s knowledge, all Active Material Client will provide to Halo hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo; and particular (i) all Product delivered to Client by Halo hereunder shall be held, used, distributed, sold and otherwise disposed of by or on behalf of Client in accordance with all Applicable Laws and (ii) all artwork, the content of all Packaging, and all other Specifications delivered by or on behalf of Client to Halo for use in the Manufacturing Services shall comply with Applicable Law; (c) it owns or is licensed (with the right to sublicense to Halo) to all right, title and interest in and to all Intellectual Property rights relating to the Product (other than Halo’s Intellectual Property) provided by Client to Halo for use in connection with providing Manufacturing Services, and such Intellectual Property (i) may lawfully be used by Halo in connection with providing Manufacturing Services and (ii) so long as Halo uses such Intellectual Property solely as contemplated by this Agreement, such use, to the best of Client’s knowledge, does not and will not infringe, violate or misuse any Third Party Rights; (d) to the best of Client’s knowledge, the manufacture of the Product in accordance with the Specifications, and the use of the API and PEO in the Product in the Territory, do not and will not infringe, violate or misuse any applicable United States or foreign Third Party Rights, and it has no knowledge of any actual or threatened claims, actions or proceedings alleging the infringement, violation or misuse of any Third Party Rights in connection with the manufacture of the Product or the use of the API or PEO in the Product in the Territory; and (e) Client shall have contractually required its suppliers of API and PEO provided to Halo hereunder to have been manufactured in accordance with Applicable Law, including cGMPs, and at the time of delivery under Section ‎3.4 to meet all applicable Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (f) the Injection Molding Machines are of a size, design capacity, and manufacture selected by Client, and as of the Effective Date the IM Machines are (i) suitable for Client’s purposes, (ii) sufficient to produce the quantities of Product that Client expects to order hereunder subject to the capacity constraints described in Section 3.2(c), (iii) are compliant with cGMPs, and (iv) have been delivered and installed in good operating condition; and (g) each of the API Cost and PEO Cost accurately reflects Client’s actual, out-of-pocket cost to procure the API and PEO, respectively, from its Third Party vendors and provide it to Halo. [*****] Material omitted and separately filed with the Commission under a request for confidential treatment.

Client Warranties. Client covenants, represents and warrants to Halo AAA that: : (a) the preliminary copy of the Specifications provided by Client to Halo AAA further to Section ‎3.3 3.3 is true and accurate in all material respects, and, to the best of Client’s knowledge, there will be no material change to such Specifications after the Effective Date; ; (b) Client owns or has a valid right and license to use all Specifications for each Product and Client may lawfully disclose all Specifications to Halo AAA for HaloAAA’s use in connection with providing Manufacturing Services; ; (c) to Client’s knowledge as of the Effective Date, all Intellectual Property (other than HaloAAA’s Intellectual Property) provided by Client to Halo AAA for use in connection with providing Manufacturing Services (i) may lawfully be used by Halo AAA in connection with providing providing Manufacturing Services and (ii) so long as AAA uses such Intellectual Property solely as contemplated by this Agreement, such use does not and will not infringe, violate or misuse any Third Party Rights; (d) to Client’s knowledge as of the Effective Date, there are no Third Party Rights related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the Agreement; ; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; ; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; ; (g) to Client’s knowledge, all Active Material Client will provide to Halo AAA hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; ; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to HaloAAA; and and (i) all Product delivered to Client by Halo AAA hereunder shall be held, used, distributed, sold and otherwise disposed of by or on behalf of Client in accordance with all Applicable Laws.

Client Warranties. Client covenants, represents and warrants that: (i) it has all rights required to Halo that: ▇▇▇▇▇ ▇▇▇▇ the rights granted herein; (aii) as a result of this Agreement, ZEFR shall have such rights and authority as are necessary or desirable in order for it to have full access to claim the preliminary copy of Content and to manage the Specifications provided by Client to Halo further to Section ‎3.3 is true and accurate in all material respects, and, CMS with respect to the best Content pursuant to this Agreement; (iii) in the event that ZEFR is required to create a CMS on behalf of Client’s knowledgeClient and/or, there will be no material change to such Specifications after the Effective Date; (b) Client owns or has a valid right and license to use all Specifications for each Product and Client may lawfully disclose all Specifications to Halo for Halo’s use in connection with providing Manufacturing Services; (c) this Agreement, will be required to Client’s knowledge as operate or act pursuant to its existing agreements with Google, Inc., including, but not limited to, the most recent version of the Effective DateContent Hosting Services and Provider Sell-Through Agreement between ZEFR and Google, Inc. (a copy of which is available to Client upon request from ZEFR, and such agreements, the “Google Agreements”), Client hereby agrees that ZEFR shall have the right to make all Intellectual Property (other than Halo’s Intellectual Property) provided by representations required and to grant all rights as set forth in such agreements on behalf of Client to Halo for use in connection with providing Manufacturing Services (i) may lawfully be used by Halo in connection with providing (d) to Client’s knowledge as and that Client is the exclusive owner or licensee of the Effective Date, there are no Third Party Rights related to Client’s Intellectual Property online distribution rights for all Content that would be infringed, violated or misused by Client’s performance of the Agreement; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, is the subject of which is this Agreement; and (iv) the infringementContent will not, violation when used, accessed, distributed or misuse of Third Party Rights related otherwise made available as permitted hereunder, violate or infringe upon, or give rise to any Specificationsadverse claim with respect to, Active Material or Product, including the manufacture, use, distribution, sale any common-law or other disposition right (including, without limitation, any copyright, trademark, serviced mark, literary, dramatic or motion picture right, music right, right of privacy or publicity or contract right) of any Active Material person or Product; (f) to Client’s knowledge as of the Effective Dateentity, all artwork, the content of all labelling or violate any applicable law. ZEFR Warranties. ZEFR represents and packaging, and all other Specifications comply with Applicable Laws; (g) to Client’s knowledge, all Active Material Client will provide to Halo hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo; and warrants that: (i) all Product delivered Services shall be performed in a professional and workmanlike manner and according to the applicable description and requirements set forth in this Agreement or as provided by ZEFR, and in compliance with all applicable laws, regulations, orders and decrees; (ii) ZEFR has all rights necessary to provide the Services to Client and to perform the Services as specified in this Agreement; , (iii) the Services, including the Claiming Service, Ad selling and serving, creation of Optimized Content, the System, the ZEFR Platform, the Developments, and Client’s use of the same hereunder, do not (a) violate or infringe any patent, trademark, copyright, trade secret, moral rights, rights of publicity or privacy, or other rights of any third party or the laws or regulations of any governmental, quasi-governmental, self-regulatory or judicial authority and (b) contain or promote activities generally understood as Internet abuse, including, without limitation, use of spyware or other malware, or the use of viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming, directly or indirectly generate impressions of or clicks on any Ads or to obtain access to Content through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. .to the best of its knowledge, the use of the technology used by Halo hereunder shall be heldZEFR in connection with or as part of the Service in and of itself does not infringe any third party patent rights, used, distributed, sold and otherwise disposed of by rights affecting copyright or on behalf of Client in accordance with all Applicable Lawstrademark.

Client Warranties. Except to the extent expressly otherwise provided in a given Proposal, Client covenants, represents and warrants to Halo Cambrex that: (a) the preliminary copy of the Specifications provided by Client to Halo further to Section ‎3.3 is true and accurate in all material respects, and, to the best of Client’s knowledge, there will be no material change to such Specifications after the Effective Date; (b) Client owns or has a valid right and license to use all Specifications for each Product and Client may lawfully disclose all Specifications to Halo for Halo’s use in connection with providing Manufacturing Services; (c) to Client’s knowledge as of the Effective Date, all Intellectual Property (other than HaloCambrex’s Intellectual Property) provided by Client to Halo Cambrex for use in connection with providing Manufacturing Services (i) may lawfully be used by Halo Cambrex in connection with providingproviding Services and (ii) so long as Cambrex uses such Intellectual Property solely as 86274635_42 contemplated by this Agreement, such use does not and will not infringe, violate or misuse any rights held by Third Parties; (db) to Client’s knowledge as of the Effective Dateknowledge, there are no rights held by Third Party Rights Parties related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the this Agreement; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge and as of the Effective Date, Client has no knowledge of any claims of infringement that have been made by Third Parties against Client in connection with the Product; (c) all artwork, the content of all labelling labeling and packaging, and all other Specifications provided or approved by Client comply with Applicable LawsLaw; (gd) all Client-Supplied Materials provided to Client’s knowledge, all Active Material Client will provide to Halo Cambrex hereunder will be have been manufactured in accordance with Applicable LawsLaw, including cGMPscGMPs (where applicable), and shall at the time of delivery under Section ‎3.4 to Cambrex meet all applicable Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable LawsLaw; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo; and (ie) all Product delivered Deliverables provided to Client by Halo Cambrex hereunder shall be held, usedstored, distributed, sold used and otherwise disposed of by or on behalf of Client in accordance with all Applicable LawsLaw (including, in connection with any such items that are not labeled, 21 CFR § 201.150); specifically, Client shall not permit the human consumption of any such items, except to the extent such consumption occurs in the course of clinical studies that expressly permit such use and that have been approved by appropriate Authorities or if such consumption is otherwise permitted by Applicable Law, including pursuant to any authorization for commercial sale under an Emergency Use Authorization (EUA) or other authorization for commercial sale by Regulatory Authorities; and (f) it will notify Cambrex in writing of any representation or warranty hereof ceasing to be true or correct.