Common use of Parties’ Representations and Warranties Clause in Contracts

Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows: (i) Each Party has full power, authority, and right to perform its obligations under the Agreement. (ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). (iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Publisher hereby represents and warrants as follows: (i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Publisher shall obtain all permits or permissions required to comply with such laws, rules, or regulations. (ii) The Publisher shall notify the Advertiser of any changes to the App (s) that would [materially] change its target audience or the size and/or placement of the Advertisement at least Thirty days (30) days prior to implementing such changes. (iii) The Services required by this Agreement shall be performed by the Publisher or the Publisher’s staff, and the Advertiser shall not be required to hire, supervise, or pay any assistants to help the Publisher perform such Services. (iv) The Publisher is responsible for paying all ordinary and necessary expenses of its staff. (c) The Advertiser hereby represents and warrants as follows: (i) The Advertiser will make timely payments of amounts earned by the Publisher under this Agreement and as detailed in Exhibit A hereto. (ii) The Advertiser shall notify the Publisher of any changes to its procedures affecting the Publisher’s obligations under this Agreement at least thirty days (30) days prior to implementing such changes. (iii) The Advertiser shall provide such other assistance to the Publisher as it deems reasonable and appropriate. (iv) The content comprising each Advertisement and any App (s) advertised by such Advertisement (each, an “Advertised App (s)”) is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations. (v) The Advertiser has the right to sell the products or services contained within the content of the Advertisement.

Parties’ Representations and Warranties. (a) The 5.1.1 Without prejudice to any other representations and warranties contained in this Agreement, each Party hereby represents and warrants, severally and not jointly, on behalf of such Party only to the other Parties each represent and warrant as follows: a. except if such a Party is a natural person and not a legal entity or (ilimited) Each Party partnership, it is duly organized, and validly existing under the laws of its incorporation or formation, and has all requisite corporate power and authority to own its property and to carry on its business as it is now being conducted; b. it has full powerpower and authority (corporate or otherwise) to enter into, authorityexecute, deliver and right carry out the terms of this Agreement and to perform incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary corporate action and are not in violation of its obligations under the Agreement.articles of association or other governing documents, as far as applicable; and (ii) This c. this Agreement is a legal, valid, constitutes its legal and binding obligation of each Partyobligation, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and equitable remedies)or by other principles of general applicability. (iii) Entering into 5.1.2 Without prejudice to any other representations and warranties contained in this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Publisher Agreement, each Subscriber hereby represents and warrants warrants, severally and not jointly, on behalf of such Subscriber to the Company as follows: a. This Agreement is made with the Subscribers in reliance upon the Subscriber’s representation to the Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms, that the Series B Shares to be acquired by the Subscriber will be acquired for investment for the Subscriber’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Subscriber further represents that the Subscriber does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Series B Shares. Except as disclosed to the Company, the Subscriber has not been formed for the specific purpose of acquiring the Series B Shares. b. The Subscriber has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Series B Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in this Agreement or the right of the Subscribers to rely thereon. c. The Subscriber understands that the Series B Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. The Subscriber understands that the Series B Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Subscriber must hold the Series B Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subscriber acknowledges that the Company has no obligation to register or qualify the Series B Shares, or the Ordinary Shares into which it may be converted, for resale except as set forth in the Shareholders’ Agreement. The Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy. d. The Subscriber understands that no public market now exists for the Series B Shares, and that the Company has made no assurances that a public market will ever exist for the Series B Shares. e. If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Code), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Series B Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Series B Shares. The Services shall be performed in accordance with Subscriber’s subscription and shall payment for and continued beneficial ownership of the Series B Shares will not violate any applicable lawssecurities or other laws of the Subscriber’s jurisdiction. f. The Subscriber is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. g. Neither the Subscriber, rulesnor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or regulations, (b) published any advertisement in connection with the offer and sale of the Publisher shall obtain all permits or permissions required to comply with such laws, rules, or regulationsSeries B Shares. (ii) h. The Publisher shall notify the Advertiser Subscribers are not aware of any changes to the App (s) that would [materially] change its target audience or the size and/or placement of the Advertisement at least Thirty days (30) days prior to implementing such changesmaterial Warranty Breach. (iii) The Services required by this Agreement shall be performed by the Publisher or the Publisher’s staff, and the Advertiser shall not be required to hire, supervise, or pay any assistants to help the Publisher perform such Services. (iv) The Publisher is responsible for paying all ordinary and necessary expenses of its staff. (c) The Advertiser hereby represents and warrants as follows: (i) The Advertiser will make timely payments of amounts earned by the Publisher under this Agreement and as detailed in Exhibit A hereto. (ii) The Advertiser shall notify the Publisher of any changes to its procedures affecting the Publisher’s obligations under this Agreement at least thirty days (30) days prior to implementing such changes. (iii) The Advertiser shall provide such other assistance to the Publisher as it deems reasonable and appropriate. (iv) The content comprising each Advertisement and any App (s) advertised by such Advertisement (each, an “Advertised App (s)”) is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations. (v) The Advertiser has the right to sell the products or services contained within the content of the Advertisement.

Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows: (i) Each Party has full power, authority, and right to perform its obligations under the Agreement. (ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). (iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (iv) Neither xxXXxx.xxx nor Affiliate will be liable to the other for any indirect, special, punitive or consequential damages (including, without limitation, lost profits or lost data) arising out of this Agreement. xxXXxx.xxx’s entire liability arising from this Agreement will not exceed the amounts payable to Affiliate hereunder. (b) The Publisher Affiliate hereby represents and warrants as follows: (i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Publisher Affiliate shall obtain all permits or permissions required to comply with such laws, rules, or regulations. (ii) The Publisher Affiliate shall notify the Advertiser Company of any changes to the App (s) Affiliate Website that would [materially] change its target audience or the size and/or placement of the Advertisement Link at least Thirty days thirty (30) days prior to implementing such changes. (iii) The Services required by this Agreement shall be performed by the Publisher Affiliate or the PublisherAffiliate’s staff, and the Advertiser Company shall not be required to hire, supervise, or pay any assistants to help the Publisher Affiliate perform such Services. (iv) The Publisher Affiliate is responsible for paying all ordinary and necessary expenses of its staff. (c) The Advertiser hereby represents and warrants as follows: (i) The Advertiser will make timely payments of amounts earned by the Publisher under this Agreement and as detailed in Exhibit A hereto. (ii) The Advertiser shall notify the Publisher of any changes to its procedures affecting the Publisher’s obligations under this Agreement at least thirty days (30) days prior to implementing such changes. (iii) The Advertiser shall provide such other assistance to the Publisher as it deems reasonable and appropriate. (ivv) The content comprising each Advertisement and any App (s) advertised by such Advertisement (each, an “Advertised App (s)”) the Affiliate Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or and violate any applicable laws, rules, or regulations. (vc) The Advertiser has Company hereby represents and warrants as follows: (i) The Company will make timely payments of any Referral Fees earned by the right Affiliate. (ii) The Company shall notify the Affiliate of any changes to sell its procedures affecting the products or services contained within Affiliate’s obligations under this Agreement at least five (5) days prior to implementing such changes by electronic mail. (iii) The Company shall provide such other assistance to the content of the AdvertisementAffiliate as it deems reasonable and appropriate.

Parties’ Representations and Warranties. (a) The Parties each represent and warrant as follows: (i) Each Party has full power, authority, and right to perform its obligations under the Agreement. (ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). (iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Publisher hereby represents and warrants as follows: (i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Publisher shall obtain all permits or permissions required to comply with such laws, rules, or regulations. (ii) The Publisher shall notify the Advertiser of any changes to the App (s) Website that would [materially] change its target audience or the size and/or placement of the Advertisement at least Thirty days (30) 3 days prior to implementing such changes. (iii) The Services required by this Agreement shall be performed by the Publisher or the Publisher’s staff, and the Advertiser shall not be required to hire, supervise, or pay any assistants to help the Publisher perform such Services. (iv) The Publisher is responsible for paying all ordinary and necessary expenses of its staff. (c) The Advertiser hereby represents and warrants as follows: (i) The Advertiser will make timely payments of amounts earned by the Publisher under this Agreement and as detailed in Exhibit A hereto. (ii) The Advertiser shall notify the Publisher of any changes to its procedures affecting the Publisher’s obligations under this Agreement at least thirty days (30) 30 days prior to implementing such changes. (iii) The Advertiser shall provide such other assistance to the Publisher as it deems reasonable and appropriate. (iv) The content comprising each Advertisement and any App (s) website advertised by such Advertisement (each, an “Advertised App (s)Website”) is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations. (v) The Advertiser has the right to sell the products or services contained within the content of the Advertisement.