Common use of Covenants of Vendor Clause in Contracts

Covenants of Vendor. The Vendor hereby covenants with the Firm as under: 5.1 To deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 hours (2 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website. 5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. 5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. 5.4 The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. 5.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor 5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. 5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm 5.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. 5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. 5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement. 5.11 Provide information about the Order Status including Airway Xxxx Number on a daily basis. 5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer. 5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws. 5.14 To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm. 5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer. 5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm. 5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed. 5.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc. 5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm. 5.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

Covenants of Vendor. The Vendor hereby covenants with the Firm as underunder : 5.1 To deliver the product of the ordered Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 72 hours (2 3 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website. 5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. 5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. 5.4 The Vendor declares that it has all rights and authorizations authorisations in respect of intellectual property rights of third parties and is authorized authorised to sale/provide/license licence such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. 5.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor 5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. 5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm 5.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. 5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. 5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement. 5.11 Provide information about the Order Status including Airway Xxxx Number on a daily basis. 5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer. 5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws. 5.14 To provide satisfactory proof about the ownership/licenses licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm. 5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer. 5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm. 5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed. 5.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc. 5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm. 5.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

Covenants of Vendor. The Vendor hereby covenants with the Firm as underunder : 5.1 To deliver the product of the ordered Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 ______ hours (2 ________ days) in advance so that notice of OUT OF STOCK for the product can be placed on the website. 5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. 5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. 5.4 The Vendor declares that it has all rights and authorizations authorisations in respect of intellectual property rights of third parties and is authorized authorised to sale/provide/license licence such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. 5.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor 5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. 5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm 5.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. 5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. 5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement. 5.11 Provide information about the Order Status including Airway Xxxx Number on a daily basis. 5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer. 5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws. 5.14 To provide satisfactory proof about the ownership/licenses licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm. 5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer. 5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm. 5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed. 5.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc. 5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm. 5.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

Covenants of Vendor. The Vendor hereby covenants with the Firm as under: 5.1 6.1 To deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 hours (2 ( days) in advance so that notice of OUT OF STOCK for the product can be placed on the website. 5.2 6.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. 5.3 6.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. 5.4 6.4 The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. 5.5 6.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor 5.6 6.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. 5.7 6.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm 5.8 6.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. 5.9 6.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. 5.10 6.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement. 5.11 6.11 Provide information about the Order Status including Airway Xxxx Number on a daily basis. 5.12 6.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer. 5.13 6.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws. 5.14 6.14 To provide satisfactory proof about the ownership/licenses licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm. 5.15 6.15 To pass on the legal title, rights and ownership in the Products sold to the Customer. 5.16 6.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm. 5.17 6.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed. 5.18 6.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc. 5.19 6.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm. 5.20 6.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement. 6.21 The Vendor shall not use any ‘deep-link’, ‘page-scrape’, ‘robot’, ‘spider’, automatic device, program, algorithm, methodology, or any similar or equivalent manual process to access, acquire, copy, monitor any portion of the Platform or content or in any way reproduce, or circumvent the navigational structure, presentation of the Platform, or any content to obtain or attempt to obtain any material, documents, or information through any means not purposely made available through the Platform. We reserve our right to bar any such activities. 6.22 The Vendor shall not attempt to gain unauthorized access to any portion or feature of the Platform, other systems, networks connected to the Platform, server, computer, network, or the services offered on or through the Platform by hacking, password ‘mining’, or any other illegitimate means. 6.23 The Vendor shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform or breaches the security, authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace information on any other user of or visitor to Platform (including any account on the Platform that is not owned by you) or to its source or exploit the Platform, any service, information made available, or offered by or through the Platform in any way where the purpose is to reveal any information (including but not limited to personal identification or information other than your own information) provided by the Platform.

Covenants of Vendor. The (1) Purchaser acknowledges that the BCE Trustee has full power and authority to conduct the Business as is usual for trust arrangements of the type of the BCE Trust Agreement and agrees that any action or omission by the BCE Trustee in the conduct of the Business shall, notwithstanding any provision hereto to the contrary, be permitted during the Interim Period, it being understood that any such action or omission by the BCE Trustee shall not limit Purchaser’s right to indemnification pursuant to Section 4.2(2) if the result of such act or omission is that Vendor has breached a covenant herein set forth or a representation or warranty of Vendor made herein. To the extent it is legally entitled to do so, Vendor shall use its reasonable commercial efforts to ensure that no action is taken by it or the Corporation that would result in such covenants, representations and warranties not being true and correct at the Time of Closing or in such conditions of Closing not being satisfied by the Time of Closing. (2) Vendor hereby covenants with the Firm as under: 5.1 To deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 hours (2 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website. 5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. 5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. 5.4 The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. 5.5 The Vendor agrees to indemnify and keep indemnified the Firm save Purchaser and its officers, directors, employees and agents (each a “Purchaser Indemnitee”) harmless from all claims/losses and against any Claims which may be made or brought against a Purchaser Indemnitee or which a Purchaser Indemnitee may suffer or incur as a result of, in respect of or arising out of: (including advocate fee for defending/prosecuting i) any case) that may arise against the Firm due to acts/omission breach, non performance or non fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement; and (ii) any breach of any representation or warranty contained in Section 3.1 or 3.2; other than in respect of Tax Claims pursuant to which Vendor 5.6 To provide to the Firm’s sole obligations are set out in Section 4.1 (Tax Matters). In executing this Agreement, Purchaser, for the purpose purposes of this Section 4.2(2), is entering into this Agreement on its own behalf and as trustee and agent for Purchaser Indemnitees. (3) Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the obligations of indemnification by Vendor pursuant to Section 4.2(2) will be: (i) subject to the limitations referred to in Section 3.3 hereof with respect to the representations and warranties by Vendor; (ii) subject to the limitations of liability set out in Sections 4.8(1), 4.8(2), 4.8(7), 4.8(8) and 4.8(9); and (iii) subject to the provisions of Section 4.7 (Claim for Indemnity). (4) All amounts payable by Vendor to a Purchaser Indemnitee pursuant to Section 4.2(2) will be deemed to be a decrease to the Purchase Price. (5) Vendor shall, to the extent within its reasonable control, use its reasonable commercial efforts to obtain and provide, as applicable, the consents of any Person that is required to be obtained, and the Permits of, or notifications to, any Governmental Authority as are required to be obtained or provided by Vendor in connection with the execution, delivery or performance by Vendor of this Agreement or the completion of any of the creation/display on website of Firmtransactions contemplated hereby, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. 5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Regulatory Approvals. (6) Vendor agrees that in case there is violation of this covenantduring the Interim Period, subject to Section 4.2(1), it will act, and the BCE Trustee shall do cause the Corporation to act as follows, unless otherwise agreed in advance by Purchaser in writing: (a) Conduct Business in Ordinary Course – except as otherwise contemplated or permitted by this Agreement or as disclosed in Schedule 4.2(6)(a): (i) to use commercially reasonable efforts to preserve and cause protect the Business and its goodwill and maintain good business relationships with its customers, suppliers and distributors; (ii) to be done carry on the Business with reasonable diligence and in the ordinary course and in material compliance with all such acts as are necessary applicable Laws and material Permits, including using its reasonable best efforts to prevent disrepute being caused to negotiate and settle all pending audit claims within the Firm 5.8 To provide full, correct, accurate and true description Knowledge of the product so as Vendor to enable which the customers to make an informed decision. The Vendor agrees not to provide has been notified by any such description/information regarding the product which amounts to misrepresentation to the customer. 5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. 5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement. 5.11 Provide information about the Order Status including Airway Xxxx Number on a daily basis. 5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer. 5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws. 5.14 To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm. 5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer. 5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm. 5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed. 5.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc. 5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm. 5.20 To seek advance written approval from the Firm, Person prior to release of any promotion/advertisement material, in so far as Closing; (iii) to comply with the same relates Corporation's obligations with respect to services offered making expenditures on Canadian programming pursuant to the terms Broadcasting Licences on a stand alone basis without reliance on expenditures made by any other programming undertakings, provided that if there is any overexpenditure or under-expenditure, calculated on a pro-rata basis at the Time of this AgreementClosing, the Parties will negotiate in good faith to reflect such over or under expenditure in the Working Capital adjustment; (iv) pay when due any obligations incurred in the ordinary course of the operation of the Business; (v) not to issue, sell, pledge, dispose of, encumber, agree any: (A) Corporation securities; (B) any additional Corporation securities, (C) any options, warrants, calls, conversion privileges; or (D) rights of any kind to acquire any of the Corporation securities; (vi) not to make any material acquisition or disposition of assets outside the ordinary course; and (vii) file all regulatory renewals for the Broadcasting Licenses when due.

Covenants of Vendor. The Vendor hereby covenants with the Firm as underunder : 5.1 To deliver the product of the ordered Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm at least 48 _ _ hours (2 _ _ days) in advance so that notice of OUT OF STOCK for the product can be placed on the website. 5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. 5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. 5.4 The Vendor declares that it has all rights and authorizations authorisations in respect of intellectual property rights of third parties and is authorized authorised to sale/provide/license licence such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. 5.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor 5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. 5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm 5.8 To provide fullf ll, correct, accurate and true description of the product so as to enable the customers to make an informed decisionin orm d ec sion. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. 5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. 5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement. 5.11 Provide information about the Order Status including Airway Xxxx Number on a daily basis. 5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer. 5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws. 5.14 To provide satisfactory proof about the ownership/licenses licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm. 5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer. 5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm. 5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed. 5.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc. 5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm. 5.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.