Common use of Customer Warranties Clause in Contracts

Customer Warranties. Customer represents and warrants to iHeartMedia that: (a) it will perform all obligations under this Agreement in compliance with all applicable laws, regulations, and other court or governmental orders; (b) it will comply with all applicable laws, regulations and other court or governmental orders in connection with its use of the Ad Inventory; (c) the Customer Materials, and their use in connection with the Ad Inventory, do not and shall not infringe upon the intellectual property or other proprietary rights of any third party; (d) the Customer Materials and the use thereof (including iHeartMedia’s broadcasting over its facilities or display in its digital properties of the Customer Materials) in accordance with this Agreement shall not (i) violate the rights of others, including with respect to defamation, unlawful competition or trade practice, or privacy or personal rights (including public performance rights with respect to music, spoken word or any other copyrightable material embodied in Customer Materials), or (ii) violate any applicable laws, rules or regulations relating to privacy or broadcast indecency; (e) Customer (and the Customer Materials) and the subject matter that it advertises using the Ad Inventory, and iHeartMedia`s delivery of Ad Inventory for Customer under this Agreement, shall comply with all applicable federal, state and local laws and regulations, including those of the FCC (e.g., indecency, EAS compliance and all other FCC or FTC regulations) and the Securities Laws and Regulations; and (f) none of the SEC Reports (as defined in the Note), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Customer Materials, no Customer website, no Customer marketing materials and no statements made by or on behalf of Customer, whether prior to, on or after the Effective Date, relating to Customer’s Regulation A+ Offering that it is conducting as of the Effective Date, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Customer Warranties. 10.1 The Customer represents and warrants to iHeartMedia the Supplier, and it is a condition of this Agreement, that: : (a) it the Equipment will perform all obligations under this Agreement only be installed, used, erected, dismantled, moved, maintained and stored in compliance accordance with all applicable lawsthe Engineer Pre- Certified Guidance, regulationstechnical guide, and guidelines, instructions, specifications and/or other court or governmental orders; material provided to the Customer by the Supplier from time to time; (b) it will comply with all applicable laws, regulations the information provided by the Customer to the Supplier is accurate in every respect and other court or governmental orders is not misleading in connection with its use of the Ad Inventory; any way including by omission; (c) any change to the information provided by the Customer Materialsto the Supplier, and their use including but not limited to a change in connection with the Ad Inventorydirectorship, do not and shall not infringe upon senior management or conversion to or from a company or to or from a trust, is notified by the intellectual property or other proprietary rights Customer to the Supplier in writing within 7 days of any third party; such event occurring; (d) the Customer Materials holds a valid current licence (if any licence is required) in respect of use, erection, dismantling and movement of the Equipment and the Consumables; (e) the Equipment and the Consumables will not be used for any illegal purpose or any purpose other than their intended purpose; (f) the Customer will not, without the prior written consent of the Supplier, tamper with, repair or modify the Equipment or the Consumables in any way, or permit another to do so; (g) unless notified in writing to the Supplier immediately upon receipt by the Customer, the Equipment has been received by the Customer in clean and in good working order; and (h) the Customer will not in any way dispose or part with possession of, or any interest in, the Equipment, sub-lease the Equipment, nor assign this Agreement, nor remove the Equipment from the site of its intended use thereof as notified to the Supplier, or attempt to do so, without the prior written approval of the Supplier. 10.2 The Customer further warrants that: (including iHeartMedia’s broadcasting over a) it has the power and capacity to enter into and perform this Agreement, and has obtained all approvals and authorisations necessary for it to enter into and perform its facilities or display in its digital properties obligations under this Agreement; and (b) any person signing any documentation on behalf of the Customer Materials) in accordance with relation to this Agreement shall not (i) violate is authorised to bind the rights Customer. 10.3 The Customer indemnifies and holds harmless the Supplier against all losses, damages, costs, expenses and claims incurred by the Supplier as a result of others, including with respect to defamation, unlawful competition or trade practice, or privacy or personal rights (including public performance rights with respect to music, spoken word or any other copyrightable material embodied in Customer Materials), or (ii) violate any applicable laws, rules or regulations relating to privacy or broadcast indecency; (e) Customer (and breach by the Customer Materials) and the subject matter that it advertises using the Ad Inventory, and iHeartMedia`s delivery of Ad Inventory for Customer under this Agreement, shall comply with all applicable federal, state and local laws and regulations, including those of the FCC (e.g., indecency, EAS compliance and all other FCC or FTC regulations) and the Securities Laws and Regulations; and (f) none of the SEC Reports (as defined in the Note), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Customer Materials, no Customer website, no Customer marketing materials and no statements made by or on behalf of Customer, whether prior to, on or after the Effective Date, relating to Customer’s Regulation A+ Offering that it is conducting as of the Effective Date, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingclause 10.

Customer Warranties. Each Customer represents and warrants to iHeartMedia Host that: (ai) it will such Customer has the power and authority to enter into and perform all its obligations under this Agreement in compliance with Agreement; (ii) Customer Content (for avoidance doubt, Customer Content does not include any Licensed Software, Licensed Business Processes, Licensed Marks, Licensed Works, nor the Licensed Trade Secrets) does not and shall not contain any content, materials, data, work, trade or service xxxx, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract, moral, tort or privacy rights of any third-party; and (iii) such Customer owns the Customer Content and all applicable lawsproprietary or intellectual property rights therein or has express written authorization from the owner, regulationsto copy, host, display, configure, and other court perform (directly or governmental orders; (b) it will comply with all applicable lawsindirectly), regulations set configuration parameters of, transfer from one medium or server to another, and other court or governmental orders in connection with its use of transmit on and via the Ad Inventory; (c) Host Platform and Host Server the Customer MaterialsContent. Further, each Customer agrees that such Customer and their use End Users shall be solely responsible for any and all acts and omissions that occur under any account or password issued to such Customer and/or End Users, agents, contractors or employees in connection with the Ad InventoryHosting Services, do not and shall not infringe upon the intellectual property or other proprietary rights of including any third party; (d) the Customer Materials and the unacceptable use thereof (including iHeartMedia’s broadcasting over its facilities or display in its digital properties of the Customer MaterialsContent or Hosting Services, which includes, without limitation: (1) disseminating or transmitting unsolicited messages, chain letters or unsolicited commercial email; (2) disseminating or transmitting any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (3) disseminating or transmitting files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person (for avoidance doubt, not including any Licensed Software, Licensed Business Processes, Licensed Marks, Licensed Works, nor Licensed Trade Secrets); (4) creating a false identity or otherwise attempting to mislead any person as to the identity, source or origin of any communication; (5) exporting, re-exporting or permitting downloading of any message or content in accordance violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; (6) interfering, disrupting or attempting to gain unauthorized access to any computer system, server, network or account for which Customers do not have authorization to access or at a level exceeding Customers’ authorization; (7) disseminating or transmitting any virus, Trojan horse or other malicious, harmful or disabling data, work, code or program; or (8) engaging in any other activity deemed by Host to be in conflict with the spirit or intent of this Agreement shall not (i) violate the rights of others, including with respect to defamation, unlawful competition or trade practice, or privacy or personal rights (including public performance rights with respect to music, spoken word or any other copyrightable material embodied in Customer Materials), or (ii) violate any applicable laws, rules or regulations relating Host policy provided to privacy or broadcast indecency; (e) Customer (and the Customer Materials) and the subject matter that it advertises using the Ad Inventory, and iHeartMedia`s delivery of Ad Inventory for Customer under this Agreement, shall comply with all applicable federal, state and local laws and regulations, including those of the FCC (e.g., indecency, EAS compliance and all other FCC or FTC regulations) and the Securities Laws and Regulations; and (f) none of the SEC Reports (as defined in the Note), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Customer Materials, no Customer website, no Customer marketing materials and no statements made by or on behalf of Customer, whether prior to, on or after the Effective Date, relating to Customer’s Regulation A+ Offering that it is conducting as of the Effective Date, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingCustomers.

Customer Warranties. Customer represents The Customers hereby represent, warrant and warrants to iHeartMedia that: undertake that throughout the duration of this Agreement: (a) each Customer is a corporation duly organised and validly existing under the laws of the country of its incorporation and is a legal entity capable of suing or being sued and that the provisions of this Agreement are enforceable against it in accordance with its terms; (b) the execution, delivery and performance by each Customer of this Agreement has been duly authorised by all necessary corporate action and does not violate any provision of law applicable to it or result in the breach of, or require any consent under, any agreement or instruction to which it is a party or by which it or its assets may be bound or affected; (c) each Customer has all authorisations, consents, licences or approvals required to accept and agree to this Agreement; (d) each Customer is related to all the other Customers within the meaning set out in Clause 2(c) above (e) each Customer’s entry into this Agreement, and its continued participation in the Service, is to its benefit, in its legitimate corporate interests and effective against it under all applicable laws; (f) each Customer will not do or permit any act which would make any Participating Account a special or restricted account or subject it to a lien or other encumbrance (except in favour of UOB); (g) each Customer is the sole legal and beneficial owner of each of its Participating Accounts; it will perform at all obligations times maintain complete and exclusive control of its Participating Account(s) (save as otherwise provided in this Agreement) and, save for the arrangements herein contemplated or other arrangements with UOB, no other person shall have any interest in, or any rights in any encumbrance upon, any of its Participating Accounts; (h) to the best of each Customer’s knowledge, no event of default as described under Clause 13 of this Agreement in compliance with all applicable laws, regulations, and other court or governmental orders; (b) it will comply with all applicable laws, regulations and other court or governmental orders in connection with its use of the Ad Inventory; (c) the Customer Materials, and their use in connection with the Ad Inventory, do not and shall not infringe upon the intellectual property or other proprietary rights respect of any third party; (d) Customer has occurred and there is no event or circumstance which would or could lead to the Customer Materials and the use thereof (including iHeartMedia’s broadcasting over its facilities or display in its digital properties occurrence of the Customer Materials) in accordance with any event of default described under Clause 13 of this Agreement shall not in respect of any Customer; and (i) violate the rights of others, including with respect to defamation, unlawful competition or trade practice, or privacy or personal rights (including public performance rights with respect to music, spoken word or any other copyrightable material embodied in that each Customer Materials), or (ii) violate any applicable laws, rules or regulations relating to privacy or broadcast indecency; (e) Customer will immediately (and the Customer Materials) and the subject matter that it advertises using the Ad Inventory, and iHeartMedia`s delivery of Ad Inventory for Customer under this Agreement, shall comply with all applicable federal, state and local laws and regulations, including those of the FCC (e.g., indecency, EAS compliance and all other FCC or FTC regulations) and the Securities Laws and Regulations; and (f) none of the SEC Reports (as defined in the Note), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madecase, not misleadinglater than 24 hours) notify UOB of any possible intention on its part and/or its knowledge of any possible intent on the part of any of its creditors to commence any application to wind it up, and no Customer Materialsto place it under judicial management or receivership and/or to subject it to an administration order, no Customer websiteany possible intention on its part to enter into any composition or arrangement with its creditors, no Customer marketing materials and no statements made by or on behalf of Customer, whether prior to, on or after the Effective Date, relating to Customer’s Regulation A+ Offering and/or upon it becoming aware that it is conducting unable to pay its debts as of the Effective Date, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingfall due and/or if its current liabilities exceeds its current assets.

Customer Warranties. Customer represents and warrants to iHeartMedia thatLessor that as of the date of this Agreement, of each Schedule and of each Acceptance Certificate: (a) it will Customer has the power and capacity to enter into the respective Schedule, any documents related to the purchase of the Equipment leased under such Schedule and any other documents required to be delivered in connection with such Schedule (collectively, the “Documents”); the Documents have been duly authorized, executed and delivered by Customer and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or threatened against Customer which may impair its ability to perform under the Agreement or any Schedule; and all obligations under this Agreement in compliance with all applicable laws, regulations, information supplied to Lessor is accurate and other court or governmental orderscomplete; (b) it will comply with all applicable laws, regulations Customer's entering into the respective Schedule and other court or governmental orders in connection with its use the leasing of the Ad InventoryEquipment does not and will not: (i) violate any judgment, order, or law applicable to the Schedule, Customer or Customer's certificate of incorporation or bylaws (if Customer is a corporation) or Customer’s operating agreement or limited liability company agreement (if Customer is a limited liability company) or Customer's partnership agreement (if Customer is a partnership); or (ii) result in the creation of any lien, security interest or other encumbrance upon the Equipment; (c) all financial data of Customer or of any consolidated group of companies of which Customer is a member (the “Customer Group”), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Customer, or of the Customer MaterialsGroup, as of the stated date and their use period(s); since the date of the most recently delivered financial data, there has been no material adverse change in connection with the Ad Inventory, do not financial or operating condition of Customer or of the Customer Group; and shall not infringe upon the intellectual property or other proprietary rights of any third party; (d) if Customer is a corporation, limited liability company or partnership, it is and will be validly existing and in good standing under the Customer Materials and the use thereof (including iHeartMedia’s broadcasting over its facilities or display in its digital properties laws of the Customer Materials) in accordance with state of its incorporation, formation or organization; the persons signing this Agreement shall not (i) violate the rights of others, including with respect to defamation, unlawful competition or trade practice, or privacy or personal rights (including public performance rights with respect to music, spoken word or any other copyrightable material embodied in Schedule are acting with the full authority of its board of directors (if Customer Materialsis a corporation), or managers or members as appropriate (ii) violate any applicable lawsif Customer is a limited liability company), rules or regulations relating to privacy or broadcast indecency; partners (e) if Customer (and the Customer Materialsis a partnership) and hold the subject matter that it advertises using the Ad Inventoryoffices indicated below their signatures, and iHeartMedia`s delivery of Ad Inventory for Customer under this Agreement, shall comply with all applicable federal, state and local laws and regulations, including those of the FCC (e.g., indecency, EAS compliance and all other FCC or FTC regulations) and the Securities Laws and Regulations; and (f) none of the SEC Reports (as defined in the Note), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Customer Materials, no Customer website, no Customer marketing materials and no statements made by or on behalf of Customer, whether prior to, on or after the Effective Date, relating to Customer’s Regulation A+ Offering that it is conducting as of the Effective Date, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingare genuine.

Customer Warranties. 2.1 Customer covenants, represents and warrants warrants, as applicable, that (i) Customer is the legally documented owner of all Goods tendered to iHeartMedia that: (a) it will perform all obligations under this Agreement the Company, and/or is authorized to cause such Goods to be stored and otherwise controlled by The Company as provided in compliance with all the applicable laws, regulations, and other court or governmental ordersTransportation Document; (bii) it Customer will comply with all applicable laws, rules, and regulations including, but not limited to, customs laws, import and other court export laws, dangerous or hazardous materials laws/rules/regulations, and governmental orders in connection with its use regulation of any country to, from, through or over which the shipment may be carried; (iii) Customer will provide complete, accurate and timely information regarding each shipment; (iv) Customer will furnish such information and complete and attach to the applicable Transportation Document such documents as are necessary to legally complete the shipment; (v) all items to be shipped will be completely and accurately marked to enable identification of the Ad Inventorycontents without opening any shipping or storage containers; (cvi) Customer will make every effort to accurately measure the dimensions and weights of all items and understands that The Company’s rate depends upon the accuracy of this information; and (vii) Customer’s authorized representative(s) shall be identified to The Company’s agent or coordinator and shall be available at all times at the point of origination to sign, and shall sign, all documents evidencing pick-up of the items to be shipped by The Company. 2.2 The Company assumes no liability to the Customer Materials, and their use in connection with or to any other person for any loss or expense due to the Ad Inventory, do not and shall not infringe upon the intellectual property or other proprietary rights of any third party; (d) the Customer Materials and the use thereof (including iHeartMedia’s broadcasting over its facilities or display in its digital properties failure of the Customer Materials) in accordance to comply with this Agreement provision. Any individual or entity acting on behalf of the Customer in scheduling shipments warrants that he/she/it has the right to act on behalf of the Customer and the right to legally bind Customer. Customer understands and agrees that, unless otherwise expressly agreed to by The Company in the Agreement, The Company shall not (i) violate the rights acquire title to or assume risk of others, including with respect to defamation, unlawful competition or trade practice, or privacy or personal rights (including public performance rights with respect to music, spoken word or loss for any other copyrightable material embodied in Customer Materials), or (ii) violate any applicable laws, rules or regulations relating to privacy or broadcast indecency; (e) Customer (and the Customer Materials) and the subject matter that it advertises using the Ad Inventory, and iHeartMedia`s delivery of Ad Inventory for Customer under this Agreement, shall comply with all applicable federal, state and local laws and regulations, including those of the FCC (e.g., indecency, EAS compliance and all other FCC or FTC regulations) and the Securities Laws and Regulations; and (f) none of the SEC Reports (as defined in the Note), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and no Customer Materials, no Customer website, no Customer marketing materials and no statements made by or Goods on behalf of Customer, whether prior toand shall not, on in the course of providing the services in accordance with the Agreement, acquire title to or after assume risk of loss for, or be deemed to have acquired title to or assumed risk of loss for, the Effective Date, relating to Customer’s Regulation A+ Offering that it is conducting as Goods. Customer indemnifies, defends, and holds The Company harmless against any liability, loss, damage, cost, expense, including attorneys’ fees, claim, or penalty whatsoever arising from The Company acting in accordance with Customer’s instructions, from any breach by Customer of any warranty contained in this Agreement, or from the Effective Datenegligence, contains gross negligence, or will contain any untrue statement willful misconduct of a material fact Customer or omits its employees or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingagents.