Common use of Representations and Warranties of Supplier Clause in Contracts

Representations and Warranties of Supplier. Supplier represents and warrants to Xxxxxxx that it has the experience, capability, and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance of the Services pursuant to this Agreement does not violate any existing agreement or obligation between Supplier and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of its obligations under this Agreement, including, but not limited to, procurement of all necessary licenses, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or to the actual knowledge of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause any of the Deliverables to replicate, transmit or activate itself without control of a person operating the computer equipment on which it resides, code that would alter, damage or erase any data or computer programs without control of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” or other similar illicit code; and No software or other files shall be installed, executed or copied on Xxxxxxx’x Property without the prior written approval of Xxxxxxx.

Representations and Warranties of Supplier. Supplier hereby represents and warrants to Xxxxxxx that it has Customer: 7.1.1 Supplier is a corporation duly incorporated, validly existing and in good standing under the experiencelaws of the jurisdiction of its organization, capability, with the corporate power and resources authority to efficiently enter into this Agreement and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform its obligations hereunder. The execution and delivery of this Agreement and the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance consummation of the Services pursuant transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Supplier. This Agreement has been duly executed and delivered by Supplier and constitutes the valid, binding and enforceable obligation of Supplier, subject to this Agreement does applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect. 7.1.2 Supplier is not violate subject to, or bound by, any existing provision of: (a) any articles or certificates of incorporation or by-laws; (b) any license agreement, collaboration agreement, mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or obligation between Supplier and a third-partyrestriction; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of its obligations under this Agreement, including, but not limited to, procurement of all necessary licenses, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement or (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe c) any third-party intellectual property rights; There is no actionjudgment, order, writ, injunction, judgment injunction or decree outstanding or claimany court, suitgovernmental body, litigationadministrative agency or arbitrator, proceeding, labor dispute, arbitral action or investigation pendingthat would prevent, or to be violated by, or under which there would be a default as a result of, nor is the actual knowledge consent of any Third Party required for, the execution, delivery and performance by Supplier threatened, against or relating to Supplier that would have a material adverse effect on of this Agreement and the obligations contained herein. The execution and delivery of this Agreement by Supplier and the performance by Supplier will not violate any laws or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs order of any court or other computer-readable files, at government authority. 7.1.3 At the time of delivery delivery, the API Manufactured by Supplier or its Affiliates and supplied to XxxxxxxCustomer under this Agreement (a) will conform to the Specifications for the API; (b) will have been Manufactured in accordance with all Regulatory Requirements and cGMP and in material compliance with other applicable laws, rules, regulations and requirements applicable in the Country of Manufacture; and (c) will not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act, as amended. 7.1.4 Supplier has good title to all API provided to Customer pursuant to this Agreement and passes such title to Customer free of any Liens. 7.1.5 All API shall be free manufactured at Supplier’s Facilities or any other facility approved in writing by Customer, and such facility shall at all times comply with all Regulatory Requirements and maintain all licenses and approvals required by the FDA and applicable Regulatory Authorities in the country of virusesManufacture. 7.1.6 To its Knowledge, material defectsneither Supplier nor any of its Affiliates has employed, wormsand Supplier and its Affiliates will not knowingly employ, Trojan horsesany personnel, destructive mechanismsand has not knowingly used and will not knowingly use in connection with the Development or Manufacture of the API, hidden a contractor or locked filesconsultant, code debarred by the FDA (or subject to a similar sanction of a Regulatory Authority outside the United States), or who is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority outside the United States). 7.1.7 As of the Effective Date, neither Supplier, nor any of its Affiliates, nor, to Supplier’s Knowledge, any of their respective licensees, partners or subcontractors, has received any notice in writing or otherwise has knowledge of any facts which have led Supplier to believe that would cause any of the Deliverables Regulatory Filings relating to replicatethe API are not currently in good standing with, transmit the FDA or activate itself without control any other Regulatory Authority. As of a person operating the computer equipment on which it residesEffective Date, code that would alterthere are no inquiries, damage actions or erase any data or computer programs without control of a person operating the computer equipment on which it residesother proceedings pending before or, to Supplier’s Knowledge, threatened by, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” Regulatory Authority or other similar illicit code; and No software government agency with respect to API or other files shall be installedthat would, executed or copied on Xxxxxxx’x Property without in Supplier’s reasonable determination as of the prior written approval Effective Date, affect the ability of XxxxxxxSupplier to comply with its obligations hereunder.

Representations and Warranties of Supplier. Supplier represents represents, warrants and warrants covenants to Xxxxxxx that it Importer as follows: (a) Supplier has the experience, capability, authority to enter into and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance of the Services pursuant to this Agreement does not violate any existing agreement or obligation between Supplier and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of carry out its obligations under this Agreement. (b) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not act as a breach of any agreement or understanding to which Supplier is a party. (c) Subject to expiration or earlier termination of Supplier's current import agreement, includingSupplier has the right to designate and appoint the Importer as the exclusive distributor of the Products in the Territory. (d) The Products sold to Importer under this Agreement shall be merchantable and fit for human consumption. The Products shall be manufactured, but packaged and labeled in conformity with applicable U.S. federal, state and local laws, rules and regulations -4- <PAGE> and, specifically, the rules and regulations of the Federal Alcohol Tax and Trade Bureau [new name] and the Food and Drug Administration. Samples of the Product have been provided to Importer. All shipments of the Products shall conform to any samples provided. (e) The Products sold to Importer shall be free and clear of any liens or encumbrances. Neither the execution of this Agreement, nor compliance with its terms, will result in the creation or imposition of any lien, charge, encumbrance or restriction of any nature by any third party upon the Products sold to Importer. (f) Supplier shall maintain an adequate inventory of the Products with which to supply Importer. Supplier shall accept all orders reasonably submitted by Importer, with shipment to follow not limited tolater than thirty (30) days from receipt of an order, procurement unless excused by Section 15 below, or as otherwise agreed upon by the parties. (g) Supplier shall use its best efforts to prevent the sale of all necessary licensesunauthorized shipments of the Products in the Territory by entities or persons other than Importer. In this regard, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns sell or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or to the actual knowledge of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause otherwise transfer any of the Deliverables Products to replicateany distributor located outside the Territory whom Supplier knows, transmit or activate itself without control has reason to believe, will, either directly or indirectly, sell or otherwise transfer the Products into the Territory. (h) Subject to the provisions of Sections 8 and 10 below and in all events, with the full right to select counsel and supervise the legal and any settlement processes, Supplier shall defend, indemnify and hold harmless Importer from and against any and all damages and liability, costs or expenses, including attorneys' fees, it may incur as a person operating the computer equipment on which it residesresult of product liability, code that would altertrademark infringement, damage or erase any data or computer programs without control product recall, breach of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” contract or other similar illicit code; and No software action relating to breach of warranty or other files representation by Supplier. (i) Supplier warrants that the shelf life of all Products sold to Importer shall be installednot less than twelve (12) months provided all such Products are properly handled, executed or copied on Xxxxxxx’x Property without the prior written approval of Xxxxxxxstored and shelved by Importer and its customers.

Representations and Warranties of Supplier. Supplier represents represents, warrants, and warrants covenants to Xxxxxxx that it JMG as follows: (a) Supplier has the experienceauthority to enter into and carry out its obligations under this Agreement. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a material breach of any contract or agreement to which Supplier is a party. (c) Supplier has the right to designate and appoint JMG as the master licensor of the Products in the Territory. (d) The Products to be sold to JMG under this Agreement shall be merchantable and fit for human consumption. In addition, capabilitythe Products, including any and all related packaging, e-cigs, refills, containers, labels, point of sales materials, promotional materials, etc. shall be manufactured, packaged, and resources labeled in material conformity with applicable federal, state, and local laws, rules, and regulations, including but not limited to efficiently the rules and expeditiously perform regulations of the Services U.S. Bureau of Alcohol, Tobacco, and provide Trade-Bureau, and FDA. (e) The Products to be sold to JMG shall be free and clear of all liens. Neither the Deliverables execution and delivery of this Agreement, nor compliance with its terms and provisions, will result in the creation or imposition of any lien, charge, encumbrance, or restriction of any nature upon the Product to be sold to JMG. (f) All shipments of the Products will conform in all material respects to the samples of the Products that have been furnished to JMG. (g) Supplier shall defend, indemnify, and hold harmless JMG from and against any and all damages and liability, including reasonable attorneys' fees, costs and disbursements, which it may suffer as a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shallresult of, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to or arise out of a breach of any other of Supplier's representations and warranties set forth herein, Supplier represents product liability, trademark infringement, or any other claims which arise from importation and warrants to Xxxxxxx distribution of the following during Products by JMG in accordance with the Term: terms of this Agreement; provided, that Supplier’s performance indemnification obligation provided for in this Section 7(g) as well as Supplier’s other obligations to JMG for liability, damages, attorney fees, costs, or expenses provided for elsewhere in this Agreement shall not exceed One Million Dollars ($1,000,000) in the aggregate. (h) Supplier shall maintain an adequate inventory of the Services pursuant Products with which to this Agreement does supply JMG. Supplier shall accept all reasonable orders submitted by JMG, with shipment to follow not violate any existing agreement or obligation between later than sixty (60) days from receipt of an order. (i) Supplier and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes shall utilize its commercially reasonable best efforts to prevent the sale of unauthorized shipments of the Product in the performance of its obligations under Territory by entities or persons other than JMG. In this Agreementregard, Supplier shall not sell or otherwise transfer the Products to any wholesaler or distributor located outside the Territory whom Supplier knows, or has reason to believe, will either directly or indirectly, sell or otherwise transfer the Products into the Territory, including, but not limited to, procurement of all necessary licenses, authorization, permits any state agency. (j) Supplier has made the independent decision to appoint JMG as the master licensor and consents; Supplier shall not use thirdas a non-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance exclusive distributor of the ServicesProducts pursuant to the terms of this Agreement. Furthermore, without Supplier has no oral or written agreement with any other person for the prior consent of Xxxxxxx; Supplier owns or on creation shall own, all right to serve as the master licensor of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement (includingProducts in the Territory, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is there are no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or to the actual knowledge of Supplier, threatened claims by any third party or distributor against Supplier threatened, against arising out of or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause any distribution of the Deliverables Products in the Territory. (k) Supplier shall defend any claim, action, suit brought against JMG for damages arising from or related to replicatethe use of Products as defined in 1(a) or from the use of brand names, transmit packaging, point of sale materials, or activate itself without control labels of a person operating Products or from the computer equipment on which it residesbreach of any provisions of this agreement and shall hold harmless and indemnify JMG against any liability, code damages, attorney fees, costs, or expenses incurred in connection with any such claim, action, or suit, provided that would alterJMG shall notify Supplier promptly of any such claim, damage action, or erase any data or computer programs without control of a person operating suit and cooperate in the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” or other similar illicit code; and No software or other files shall be installed, executed or copied on Xxxxxxx’x Property without defense thereof to the prior written approval of Xxxxxxxextent reasonably required by Supplier.

Representations and Warranties of Supplier. Supplier represents represents, warrants and warrants covenants to Xxxxxxx that it has the experienceS&S as follows: (a) Supplier is not under any obligation which is inconsistent or in conflict with this Agreement or which prevents, capability, and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: or limits Supplier’s performance of the Services pursuant hereunder; (b) Supplier has not granted any rights or licenses to this Agreement does not violate any existing agreement Intellectual Proper- ty Rights or obligation between Supplier and a third-party; Supplier is compliant technology that would conflict with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of its Supplier’s obligations or S&S rights under this Agreement, includingincluding rights with regard to Products and/ and deliverables; (c) Neither S&S use of any Product and/or deliverable nor the performance of any Services or SOW will infringe upon or violate any Person’s legal rights or the patent, but copyright, trade secret or other proprietary right of any third party. To the extent relevant, S&S shall receive free and clear title to all works, materials, information and Products and/or deliverables prepared and/or developed in connection with this Agreement and there shall be no liens, pledges, encumbrances, security interests, options or other similar re- strictions directly or indirectly affecting such Products and related materials or S&S rights to use such Products and related materials; (d) From and after the time of acceptance by S&S, each Product and/or deliverable will conform to all applicable specifications; (e) The Products and deliverables have been and will be manufactured or compiled in compliance with all Law; (f) Supplier will not limited todeliver to S&S any Products and/or deliverables that it knew, procurement or should have known were defective, incomplete, mislabeled, non- conforming or otherwise inaccurate; (g) After learning of all necessary licensesany defect or inaccuracy in any Product and/or delivera- ble provided to S&S, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use immediately notify S&S in performance writing of the Servicesexistence of the specific defect or inaccuracy in said Product and/or delive- rable and will remedy the defect and correct the inaccuracy at Supplier’s (h) Supplier warrants that all Products will be of good quality, material and workmanship, merchantable and free from any and all defects. Supplier warrants that each Product shall be new, merchantable, without defect and of first quality and uniform workmanship, and shall be made in accordance with industry standards. Supplier shall promptly and without additional charge repair or replace, as necessary, the prior consent of XxxxxxxProducts or any part thereof which fails to conform to the foregoing warranties. (i) Supplier, by entering into this Agreement and accepting any PO, warrants, represents and guarantees that all Products comply with any and all applicable S&S specifications; and (j) Supplier owns or on creation shall own, all of warrants that the rights that Supplier is granting or assigning to Xxxxxxx Products furnished under this Agreement (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or Purchase Order conform to and comply with all applicable standards pursuant to the actual knowledge Occupational Safety and Health Act of 1970, as amen- ded. It is the obligation of Supplier threatened, against or relating to advise Purchaser of any precautions necessary in the storage and handling of Products purchased pursuant to this Purchase Order. Supplier that would have a material adverse effect agrees to all obligations and requirements set forth in the Purchaser’s Quality Assurance Manual electronically published and available on this Agreement or on SupplierPurchaser’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, website effective at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code the Purchase Order (the “QAM”). Supplier further warrants that would cause any of the Deliverables to replicate, transmit or activate itself without control of a person operating the computer equipment on which it resides, code that would alter, damage or erase any data or computer programs without control of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” all raw materials compo- nents or other similar illicit code; parts used in or in conjunction with the Products subject to these Terms have been sourced in strict compliance with all Laws, including but not limited to US customs laws and No software regulations, restricted or other files shall be installed, executed blacklisted geographical areas or copied on Xxxxxxx’x Property without the prior written approval of Xxxxxxxentities or Products or parts or components thereof produced or sourced through forced labor or from embargoed or sanctioned countries or entities.

Representations and Warranties of Supplier. 9.1 The Supplier represents and warrants to Xxxxxxx that that: 9.1.1 it has full capacity and authority to enter into the experienceContract and all necessary licences, capability, permits and resources consents to efficiently supply and expeditiously perform the Services and provide deliver the Deliverables and for use in accordance with the terms and conditions set out in the Contract during the term of the Contract. 9.1.2 the Deliverables supplied and delivered are (i) in a professional new and workmanlike mannerunused condition and (ii) fit for any purpose made known to the Supplier whether expressly or by implication and free from all faults. 9.1.3 the provision of the Deliverables and EBU’s use of the Deliverables shall not infringe any intellectual property rights of any third party. Supplier represents and warrants to Xxxxxxx that it shallwhere signals, at all times, provide its best professional efforts and devote audio and/or audiovisual images of the necessary personnel and supervisors to perform the Services and provide Event(s) produced or recorded by Supplier (forming or not part of the Deliverables), such content/material shall be the exclusive property of EBU and/or its designee(s); EBU and/or its designee(s) shall have all rights under copyright law or otherwise relating thereto. In addition to No use of the audio or audiovisual images or the signal or parts thereof by any other representations and warranties set forth hereinthird party shall be permitted unless the prior written consent of EBU has been obtained. Furthermore, Supplier represents and warrants agrees that should any right, titles or interests with regard to Xxxxxxx the following during the Term: Supplier’s performance of the Services pursuant Deliverables become vested in it (by operation of law or otherwise), it shall unconditionally and irrevocably assign, free of charge, all such right, title or interest to this Agreement does not violate EBU and/or its designee(s) and execute any existing agreement documents necessary in connection therewith. The Supplier shall procure that all Supplier's personnel or obligation between Supplier third party involved in the supply and a third-party; Supplier is compliant with delivery of the Deliverables waived such right, title or interest absolutely and irrevocably prior to supplying and delivering the Deliverables. 9.1.4 it shall keep accurate records and books of accounting showing all applicable federal, state, county charges and local laws, ordinances regulations, and codes related expenses incurred in the performance of its obligations under this Agreementthe Contract. Such records shall be maintained in conformance with generally accepted accounting principles and procedures. EBU shall have the right to inspect such records and perform an audit for 7 (seven) years from termination or expiry of the Contract, includingon the Supplier’s premises during business hours or to assign the performance of such an audit to third parties. 9.1.5 payment, but not limited toinspection, procurement testing or acceptance of all necessary licenses, authorization, permits and consents; Supplier any Deliverables by EBU shall not use thirdrelieve the Supplier of any of its obligations under the Contract, nor shall it constitute acceptance or approval of any Deliverables or constitute or operate as a waiver of any fault(s), non-party intellectual property provided to Supplier by Xxxxxxx conformity or any rights or remedies available under the Contract or at law. 9.1.6 it shall be responsible for Supplier’s use in contracting all employees, agents, subcontractors, consultants or freelance workers and procuring all equipment and facilities necessary for the performance of the Services, without the prior consent of Xxxxxxx; Supplier owns or on creation shall own, its obligations under this Contract and be solely responsible for all of the rights aforementioned personnel engaged in performing the work with respect to all matters and obligations relating to the employment, including tax, health and safety, insurance and immigration. 9.1.7 it shall secure that Supplier is granting any employees, agents, sub- contractors, consultants or assigning to Xxxxxxx under this Agreement (including, freelance workers have executed the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe necessary relevant assignment of any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or rights to the actual knowledge fullest possible extent to EBU in order to secure its compliance with the provisions of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause any of the Deliverables to replicate, transmit or activate itself without control of a person operating the computer equipment on which it resides, code that would alter, damage or erase any data or computer programs without control of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” or other similar illicit code; clause 5.2 and No software or other files shall be installed, executed or copied on Xxxxxxx’x Property without the prior written approval of Xxxxxxx.clause

Representations and Warranties of Supplier. Supplier represents represents, warrants and warrants covenants to Xxxxxxx that it Importer as follows: (a) Supplier has the experience, capability, authority to enter into and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance of the Services pursuant to this Agreement does not violate any existing agreement or obligation between Supplier and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of carry out its obligations under this Agreement. (b) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not act as a breach of any agreement or understanding to which Supplier is a party. (c) Subject to expiration or earlier termination of Supplier's current import agreement, includingSupplier has the right to designate and appoint the Importer as the exclusive distributor of the Products in the Territory. (d) The Products sold to Importer under this Agreement shall be merchantable and fit for human consumption. The Products shall be manufactured, but packaged and labeled in conformity with applicable U.S. federal, state and local laws, rules and regulations and, specifically, the rules and regulations of the Federal Alcohol Tax and Trade Bureau [new name] and the Food and Drug Administration. Samples of the Product have been provided to Importer. All shipments of the Products shall conform to any samples provided. (e) The Products sold to Importer shall be free and clear of any liens or encumbrances. Neither the execution of this Agreement, nor compliance with its terms, will result in the creation or imposition of any lien, charge, encumbrance or restriction of any nature by any third party upon the Products sold to Importer. (f) Supplier shall maintain an adequate inventory of the Products with which to supply Importer. Supplier shall accept all orders reasonably submitted by Importer, with shipment to follow not limited tolater than thirty (30) days from receipt of an order, procurement unless excused by Section 15 below, or as otherwise agreed upon by the parties. (g) Supplier shall use its best efforts to prevent the sale of all necessary licensesunauthorized shipments of the Products in the Territory by entities or persons other than Importer. In this regard, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns sell or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or to the actual knowledge of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause otherwise transfer any of the Deliverables Products to replicateany distributor located outside the Territory whom Supplier knows, transmit or activate itself without control has reason to believe, will, either directly or indirectly, sell or otherwise transfer the Products into the Territory. (h) Subject to the provisions of Sections 8 and 10 below and in all events, with the full right to select counsel and supervise the legal and any settlement processes, Supplier shall defend, indemnify and hold harmless Importer from and against any and all damages and liability, costs or expenses, including attorneys' fees, it may incur as a person operating the computer equipment on which it residesresult of product liability, code that would altertrademark infringement, damage or erase any data or computer programs without control product recall, breach of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” contract or other similar illicit code; and No software action relating to breach of warranty or other files representation by Supplier. (i) Supplier warrants that the shelf life of all Products sold to Importer shall be installednot less than twelve (12) months provided all such Products are properly handled, executed or copied on Xxxxxxx’x Property without the prior written approval of Xxxxxxxstored and shelved by Importer and its customers.

Representations and Warranties of Supplier. Supplier represents represents, warrants and warrants covenants to Xxxxxxx that it Importer as follows: (a) Supplier has the experience, capability, authority to enter into and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance of the Services pursuant to this Agreement does not violate any existing agreement or obligation between Supplier and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of carry out its obligations under this Agreement. (b) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not act as a breach of any agreement or understanding to which Supplier is a party. (c) Supplier has the right to designate and appoint the Importer as the distributor of the Products in the Territory pursuant to this Agreement. (d) The Products sold to Importer under this Agreement shall be merchantable and fit for human consumption. The Products shall be manufactured, includingpackaged and labeled in conformity with applicable U.S. federal, but state and local laws, rules and regulations and, specifically, the rules and regulations of the Federal Alcohol Tax and Trade Bureau and the Food and Drug Administration. Samples of the Product have been provided to Importer. All shipments of the Products shall conform to any samples provided. (e) The Products sold to Importer shall be free and clear of any liens or encumbrances. Neither the execution of this Agreement, nor compliance with its terms, will result in the creation or imposition of any lien, charge, encumbrance or restriction of any nature by any third party upon the Products sold to Importer. (f) Supplier shall maintain an adequate inventory of the Products with which to supply Importer. Supplier shall accept all orders reasonably submitted by Importer, with shipment to follow not limited tolater than thirty (30) days from receipt of an order, procurement unless excused by Section 15 below, or as otherwise agreed upon by the parties. (g) Supplier shall use commercially reasonable efforts to prevent the sale of all necessary licensesunauthorized shipments of the Products in the Territory by entities or persons other than Importer, authorizationexcept as contemplated in the Export Agreement and Polar Agreement (as defined in the Export Agreement). In this regard, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns sell or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe any third-party intellectual property rights; There is no action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pending, or to the actual knowledge of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause otherwise transfer any of the Deliverables Products to replicateany distributor whom Supplier knows, transmit or activate itself without control has reason to believe, will, either directly or indirectly, sell or otherwise transfer the Products in the Territory, except as contemplated in the Export Agreement and Polar Agreement. (h) Subject to the provisions of Sections 8 and 10 below and in all events, with the full right to select counsel and supervise the legal and any settlement processes, Supplier shall defend, indemnify and hold harmless Importer from and against any and all damages and liability, costs or expenses, including attorneys’ fees, it may incur as a person operating the computer equipment on which it residesresult of product liability, code that would altertrademark infringement, damage or erase any data or computer programs without control product recall, breach of a person operating the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” contract or other similar illicit code; and No software action relating to breach of warranty or other files representation by Supplier. (i) Supplier warrants that the shelf life of all Products sold to Importer shall be installednot less than twelve (12) months provided all such Products are properly handled, executed or copied on Xxxxxxx’x Property without the prior written approval of Xxxxxxxstored and shelved by Importer and its customers.

Representations and Warranties of Supplier. Supplier SUPPLIER represents and warrants to Xxxxxxx that it has the experience, capability, and resources to efficiently and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance NOVARTIS as of the Services pursuant to this Agreement does not violate any existing agreement or obligation between Supplier Effective Date that: (a) ANNEX 10 sets forth a complete and a third-party; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of its obligations under this Agreement, including, but not limited to, procurement accurate list of all necessary licenses, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier Patent Rights owned by Xxxxxxx for Supplier’s use SUPPLIER covering the Product in performance existence as of the ServicesEffective Date, without indicating the prior consent owner, and/or co-owner(s) thereof if such Patent Rights are not solely owned by SUPPLIER; (b) SUPPLIER is the sole and exclusive owner of Xxxxxxx; Supplier owns or on creation shall own, all of the rights Recro Patent Rights, free from encumbrances (except for security interests), and is listed in the records of the appropriate governmental agencies as the sole and exclusive owner of record for each registration, grant and application included in the Recro Patent Rights; (c) ANNEX 9 sets forth a complete and accurate list of all Patent Rights owned by Alkermes and its Affiliates covering the Product in existence as of the Effective Date, indicating the owner, and/or co-owner(s) thereof if such Patent Rights are not solely owned by Alkermes; (d) SUPPLIER has the right to grant to Novartis and its Affiliates the licenses under the Recro Patent Rights and Alkermes Patent Rights that Supplier is granting or assigning it purports to Xxxxxxx under this Agreement grant hereunder; (includinge) to SUPPLIER’s knowledge, the licenses granted hereunder). Neither issued patents in the Services nor the Deliverables shall not infringe Recro Patent Rights and Alkermes Patent Rights are valid and enforceable without any thirdClaims, challenges, oppositions, nullity actions, interferences, inter-party intellectual property rights; There is no actionpartes reexaminations, orderinter-partes reviews, writpost-grant reviews, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, labor dispute, arbitral action or investigation pendingderivation proceedings, or other proceedings pending or threatened; (f) to SUPPLIER’s knowledge, SUPPLIER has not committed any act, or omitted to commit any act, that may cause the Recro Patent Rights or Alkermes Patent Rights to expire prematurely or be declared invalid or unenforceable; and (g) all applications, registrations, maintenance and renewal fees for which there is a maximum payment deadline prior to the actual knowledge of Supplier threatened, against or relating to Supplier that would have a material adverse effect on this Agreement or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs or other computer-readable files, at the time of delivery to Xxxxxxx, shall be free of viruses, material defects, worms, Trojan horses, destructive mechanisms, hidden or locked files, code that would cause any Effective Date in respect of the Deliverables to replicateAlkermes Patent Rights listed in ANNEX 9 and the Recro Patent Rights listed in ANNEX 10 have been paid. All applications, transmit or activate itself without control registrations, maintenance and renewal fees in respect of a person operating the computer equipment on which it residesRecro Patent Rights and Alkermes Patent Rights will be maintained by SUPPLIER until the respective patent expiry dates. To SUPPLIER’s knowledge, code that would alter, damage or erase any data or computer programs without control all necessary documents and certificates have been filed with the relevant agencies for the purpose of a person operating maintaining the computer equipment on which it resides, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” or other similar illicit code; Recro Patent Rights and No software or other files shall be installed, executed or copied on Xxxxxxx’x Property without the prior written approval of XxxxxxxAlkermes Patent Rights.

Representations and Warranties of Supplier. Supplier hereby represents and warrants to Xxxxxxx that it has Customer: 7.1.1 Supplier is a corporation duly incorporated, validly existing and in good standing under the experiencelaws of the jurisdiction of its organization, capability, with the corporate power and resources authority to efficiently enter into this Agreement and expeditiously perform the Services and provide the Deliverables in a professional and workmanlike manner. Supplier represents and warrants to Xxxxxxx that it shall, at all times, provide its best professional efforts and devote the necessary personnel and supervisors to perform its obligations hereunder. The execution and delivery of this Agreement and the Services and provide the Deliverables. In addition to any other representations and warranties set forth herein, Supplier represents and warrants to Xxxxxxx the following during the Term: Supplier’s performance consummation of the Services pursuant transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Supplier. This Agreement has been duly executed and delivered by Supplier and constitutes the valid, binding and enforceable obligation of Supplier, subject to this Agreement does applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect. 7.1.2 Supplier is not violate subject to, or bound by, any existing provision of: (a) any articles or certificates of incorporation or by-laws; (b) any license agreement, collaboration agreement, mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or obligation between Supplier and a third-partyrestriction; Supplier is compliant with all applicable federal, state, county and local laws, ordinances regulations, and codes in the performance of its obligations under this Agreement, including, but not limited to, procurement of all necessary licenses, authorization, permits and consents; Supplier shall not use third-party intellectual property provided to Supplier by Xxxxxxx for Supplier’s use in performance of the Services, without the prior consent of Xxxxxxx; Supplier owns or on creation shall own, all of the rights that Supplier is granting or assigning to Xxxxxxx under this Agreement or (including, the licenses granted hereunder). Neither the Services nor the Deliverables shall not infringe c) any third-party intellectual property rights; There is no actionjudgment, order, writ, injunction, judgment injunction or decree outstanding or claimany court, suitgovernmental body, litigationadministrative agency or arbitrator, proceeding, labor dispute, arbitral action or investigation pendingthat would prevent, or to be violated by, or under which there would be a default as a result of, nor is the actual knowledge consent of any Third Party required for, the execution, delivery and performance by Supplier threatened, against or relating to Supplier that would have a material adverse effect on of this Agreement and the obligations contained herein. The execution and delivery of this Agreement by Supplier and the performance by Supplier will not violate any laws or on Supplier’s ability to consummate the transactions contemplated hereby; Any Deliverables that comprise software programs order of any court or other computer-readable files, at government authority. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 7.1.3 At the time of delivery delivery, the API Manufactured by Supplier or its Affiliates and supplied to XxxxxxxCustomer under this Agreement (a) will conform to the Specifications for the API; (b) will have been Manufactured in accordance with all Regulatory Requirements and cGMP and in material compliance with other applicable laws, rules, regulations and requirements applicable in the Country of Manufacture; and (c) will not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act, as amended. 7.1.4 Supplier has good title to all API provided to Customer pursuant to this Agreement and passes such title to Customer free of any Liens. 7.1.5 All API shall be free manufactured at Supplier’s Facilities or any other facility approved in writing by Customer, and such facility shall at all times comply with all Regulatory Requirements and maintain all licenses and approvals required by the FDA and applicable Regulatory Authorities in the country of virusesManufacture. 7.1.6 To its Knowledge, material defectsneither Supplier nor any of its Affiliates has employed, wormsand Supplier and its Affiliates will not knowingly employ, Trojan horsesany personnel, destructive mechanismsand has not knowingly used and will not knowingly use in connection with the Development or Manufacture of the API, hidden a contractor or locked filesconsultant, code debarred by the FDA (or subject to a similar sanction of a Regulatory Authority outside the United States), or who is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority outside the United States). 7.1.7 As of the Effective Date, neither Supplier, nor any of its Affiliates, nor, to Supplier’s Knowledge, any of their respective licensees, partners or subcontractors, has received any notice in writing or otherwise has knowledge of any facts which have led Supplier to believe that would cause any of the Deliverables Regulatory Filings relating to replicatethe API are not currently in good standing with, transmit the FDA or activate itself without control any other Regulatory Authority. As of a person operating the computer equipment on which it residesEffective Date, code that would alterthere are no inquiries, damage actions or erase any data or computer programs without control of a person operating the computer equipment on which it residesother proceedings pending before or, to Supplier’s Knowledge, threatened by, any key, node lock, time-out, “back door,” “trap door,” “booby trap,” “drop dead device,” “data scrambling device,” Regulatory Authority or other similar illicit code; and No software government agency with respect to API or other files shall be installedthat would, executed or copied on Xxxxxxx’x Property without in Supplier’s reasonable determination as of the prior written approval Effective Date, affect the ability of XxxxxxxSupplier to comply with its obligations hereunder.