Common use of Representations and Warranties of Supplier Clause in Contracts

Representations and Warranties of Supplier. 9.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, Supplier represents and warrants to Bank of America as follows: (a) Supplier is in good standing in the state of its incorporation and is qualified to do business as a foreign corporation in each of the other states in which it is providing Services hereunder; and (b) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to render Services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes. 9.2 Supplier represents and warrants that it shall perform the Services in a timely and professional manner using competent personnel having expertise suitable to their assignments. Supplier represents and warrants that the Services shall conform to or exceed, in all material respects, the specifications described herein, as well as the standards generally observed in the industry for similar services. Supplier represents and warrants that neither performance nor functionality of the Services, products or systems is or will be affected by dates prior to, during and after the year 2000. Supplier represents and warrants that Services supplied hereunder shall be free of defects in workmanship, design and material. Supplier represents and warrants that the products, Work Product and Services furnished under this Agreement do not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any other rights of any third party, except to the extent such infringement, misappropriation or violation results from Bank of America’s unauthorized modification of the Work Product or Services, from use of the Work Product or Services in a manner for which the Work Product or Services are not designed, from incorporation of the Work Product or Services with products not approved by Supplier, or from Bank of America Content. 9.3 As of this Amended and Restated Agreement, there are no actions, suits or proceedings pending, or to the knowledge of Supplier threatened, against Supplier alleging infringement, misappropriation or other violation of any Intellectual Property Rights related to any product, Work Product or Service contemplated by this Agreement that have not already been disclosed to Bank of America on **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE H hereto. For avoidance of doubt, such disclosures shall in no way limit the indemnity obligations of Supplier under the Section entitled “INDEMNITY”, nor shall they constitute any admission by Supplier of the validity of any such allegations. This representation shall be deemed made with respect to any new Work Product or new Service at the date such new Work Product or Service is first delivered to Bank of America. 9.4 Supplier shall, and shall be responsible for ensuring that Supplier’s Representatives and Subcontractors shall, perform all obligations of Supplier under this Agreement in compliance with all laws, rules, regulations and other legal requirements. 9.5 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Representations and Warranties of Supplier. 9.1 19.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, Supplier represents and warrants to Bank of America as follows: (a) Supplier is in good standing in the state of its incorporation and is qualified to do business as a foreign corporation in each of the other states in which it is providing Services Products or services hereunder; and (b) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to deliver Products or render Services services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes; and (c) Supplier shall, and shall be responsible for ensuring that Supplier’s Representatives and Subcontractors shall, perform all obligations of Supplier under this Agreement in compliance with all laws, rules, regulations and other legal requirements. 9.2 19.2 Supplier represents and warrants that it shall perform the Maintenance Services in a timely and professional manner using competent personnel having expertise suitable to their assignments. Supplier represents and warrants that the Services services shall conform to or exceed, in all material respects, the specifications described herein, as well as the standards generally observed in the industry for similar services. Supplier represents and warrants that neither performance nor functionality of the Servicesservices, products Products or systems is or will be affected by dates prior to, during and after the year 2000. Supplier represents and warrants that Services services supplied hereunder shall be reasonably free of defects in workmanship, design and material. Supplier represents and warrants that the productssale, licensing or use of any Product, Work Product and Services service furnished under this Agreement Agreement, including but not limited to Software, system design, equipment or Documentation, do not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any other rights of any third party, except to the extent such infringement, misappropriation or violation results from Bank of America’s unauthorized modification . 19.3 As of the Work Product or Services, from use of the Work Product or Services in a manner for which the Work Product or Services are not designed, from incorporation of the Work Product or Services with products not approved by Supplier, or from Bank of America Content. 9.3 As of this Amended and Restated AgreementEffective Date, there are no actions, suits or proceedings pending, or to the knowledge of Supplier threatened, against Supplier Supplier, Supplier’s Representatives and Subcontractors alleging infringement, misappropriation or other violation of any Intellectual Property Rights related to any product, Work Product or Service contemplated by this Agreement Agreement. 19.4 Supplier warrants that have not already been disclosed to it shall develop any Customizations in a professional workmanlike manner, using qualified personnel familiar with the Software and its operation. 19.5 Supplier hereby represents and warrants that the Software shall be and shall remain Operative, from the Delivery Date through the end of the Warranty Period. Following expiration of the Warranty Period and for so long as Bank of America on **** Certain information has been omitted contracted Supplier to provide Maintenance Services, Supplier represents and filed separately with warrants that the Securities and Exchange CommissionSoftware shall remain Operative. Confidential treatment has been requested with respect to If the omitted portions. SCHEDULE H hereto. For avoidance of doubt, such disclosures shall in no way limit Software is not Operative at the indemnity obligations of Supplier under the Section entitled “INDEMNITY”, nor shall they constitute any admission by Supplier expiration of the validity of any such allegationsinitial Warranty Period, the Warranty Period shall be extended until Supplier makes the Software Operative. This representation warranty shall not be deemed made with respect to any new Work Product affected by Bank of America’s modification of the Software so long as Supplier can discharge its warranty obligations notwithstanding such modifications or new Service at the date such new Work Product or Service is first delivered to following their removal by Bank of America. 9.4 19.6 Supplier shallwarrants that during the term of this Agreement, Bank of America may use Product without disturbance, subject only to Bank of America’s obligations to make the payments required by this Agreement. Supplier represents that this Agreement, the Products and the Intellectual Property Rights in the Products are not subject or subordinate to any right of Supplier’s creditors, or if such subordination exists, the agreement or instrument creating it provides for non-disturbance of Bank of America. 19.7 Supplier represents and warrants that it is familiar with all applicable domestic and foreign antibribery or anticorruption laws, including those prohibiting Supplier, and, if applicable, its officers, employees, agents and others working on its behalf, from taking corrupt actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and Intangible gifts, favors, services, and shall those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to: (i) an executive, official, employee or agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (iii) a political party or official thereof, or candidate for political office, or (iv) an executive, official, employee or agent of a public international organization (e.g., the International Monetary Fund or the World Bank) (“Government Official’); while knowing or having a reasonable belief that all or some portion will be responsible used for ensuring the purpose of: (a) influencing any act, decision or failure to act by a Government Official In his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, or (c) securing an Improper advantage; in order to obtain, retain, or direct business. 19.8 Supplier represents and warrants that Supplier’s Representatives and Subcontractors shall, perform all obligations of Supplier under this Agreement it would now be in compliance with all applicable domestic or foreign antibribery or anticorruption laws, rulesincluding those prohibiting the bribery of Government Officials, regulations and other legal requirementswill remain in compliance with all applicable laws; that it will not authorize, offer or make payments directly or indirectly to any Government Official; and that no part of the payments received by it from Bank of America will be used for any purpose that could constitute a violation of any applicable laws. 9.5 19.9 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Representations and Warranties of Supplier. 9.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, Supplier represents and warrants to Bank of America as follows: (a) Supplier is in good standing in the state of its incorporation and is qualified to do business as a foreign corporation in each of the other states in which it is providing Services hereunder; and (b) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to render Services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes. 9.2 Supplier represents and warrants that it shall perform the Services in a timely and professional manner using competent personnel having expertise suitable to their assignments. Supplier represents and warrants that the Services shall conform to or exceed, in all material respects, the specifications described herein, as well as the standards generally observed in the industry for similar services. Supplier represents and warrants that neither performance nor functionality of the Services, products Services or systems is or will be affected by dates prior to, during and after the year 2000. Supplier represents and warrants that Services supplied hereunder shall be free of defects in workmanship, design and material. Supplier represents and warrants that the products, Work Product and Services furnished under this Agreement do not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any other rights of any third party, except to the extent such infringement, misappropriation or violation results from Bank of America’s unauthorized modification of the Work Product or Services, from use of the Work Product or Services in a manner for which the Work Product or Services are not designed, from incorporation of the Work Product or Services with products not approved by Supplier, or from Bank of America Content. 9.3 As of this Amended and Restated Agreementthe Effective Date, there are no actions, suits or proceedings pending, or to the knowledge of Supplier threatened, against Supplier Supplier, Supplier’s Representatives and Subcontractors alleging infringement, misappropriation or other violation of any Intellectual Property Rights related to any product, Work Product or Service contemplated by this Agreement that have not already been disclosed to Bank of America on **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE H hereto. For avoidance of doubt, such disclosures shall in no way limit the indemnity obligations of Supplier under the Section entitled “INDEMNITY”, nor shall they constitute any admission by Supplier of the validity of any such allegations. This representation shall be deemed made with respect to any new Work Product or new Service at the date such new Work Product or Service is first delivered to Bank of AmericaAgreement. 9.4 Supplier shall, and shall be responsible for ensuring that Supplier’s Representatives and Subcontractors shall, perform all obligations of Supplier under this Agreement in compliance with all laws, rules, regulations and other legal requirements. 9.5 Supplier represents and warrants that it is familiar with all applicable domestic and foreign antibribery or anticorruption laws, including those prohibiting Supplier, and, if applicable, its officers, employees, agents and others working on its behalf, from taking corrupt actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors, services, and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to: (i) an executive, official, employee or agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (iii) a political party or official thereof, or candidate for political office, or (iv) an executive, official, employee or agent of a public international organization (e.g., the International Monetary Fund or the World Bank) (“Government Official”); while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, or (c) securing an improper advantage; in order to obtain, retain, or direct business. 9.6 Supplier represents and warrants that it would now be in compliance with all applicable domestic or foreign antibribery or anticorruption laws, including those prohibiting the bribery of Government Officials, and will remain in compliance with all applicable laws; that it will not authorize, offer or make payments directly or indirectly to any Government Official; and that no part of the payments received by it from Bank of America will be used for any purpose that could constitute a violation of any applicable laws. 9.7 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Representations and Warranties of Supplier. 9.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, Supplier represents and warrants to Bank Supernus that: 17.1 Neither it nor any of America as follows: its employees or consultants engaged in performing the services hereunder have been “debarred” by the United States Food and Drug Administration (a) the “FDA”), nor have any such debarment proceedings against it or any such employees or consultants been commenced. Supplier will immediately notify Supernus in writing if any such proceedings have commenced or if a respective representative is in good standing debarred by the FDA. 17.2 Supplier will comply with Specifications, cGMPs, and Applicable Laws in the state performance of its incorporation and is qualified to do business as a foreign corporation in each of the other states in which it is providing Services hereunder; and (b) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to render Services set forth herein, including without work under this Agreement. Without limitation, registration with the appropriate taxing authorities for remittance of taxes. 9.2 Supplier represents and warrants that it shall perform the Services in a timely and professional manner using competent personnel having expertise suitable to their assignments. Supplier represents and warrants that the Services shall conform to or exceed, in all material respects, the specifications described herein, as well as the standards generally observed in the industry for similar services. Supplier represents and warrants that neither performance nor functionality of the Services, products or systems is or will be affected by dates prior to, during and after the year 2000. Supplier represents and warrants that Services supplied hereunder shall be free of defects in workmanship, design and material. Supplier represents and warrants that the products, Work Product and Services furnished under this Agreement do not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any other rights of any third party, except to the extent such infringement, misappropriation or violation results from Bank of America’s unauthorized modification of the Work Product or Services, from use of the Work Product or Services in a manner for which the Work Product or Services are not designed, from incorporation of the Work Product or Services with products not approved by Supplier, or from Bank of America Content. 9.3 As of this Amended and Restated Agreement, there are no actions, suits or proceedings pending, or to the knowledge of Supplier threatened, against Supplier alleging infringement, misappropriation or other violation of any Intellectual Property Rights related to any product, Work Product or Service contemplated by this Agreement that have not already been disclosed to Bank of America on **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE H hereto. For avoidance of doubt, such disclosures shall in no way limit the indemnity obligations of Supplier under the Section entitled “INDEMNITY”, nor shall they constitute any admission by Supplier of the validity of any such allegations. This representation shall be deemed made with respect to any new Work Product or new Service at the date such new Work Product or Service is first delivered to Bank of America. 9.4 Supplier shall, and shall be responsible for ensuring that Supplier’s Representatives obtaining all necessary permissions and Subcontractors shallmanufacturing licenses for the manufacture of Product, perform all obligations of Supplier under this Agreement in compliance accordance with all the applicable laws, statutes, rules, regulations and other legal regulations, and, as of the Effective Date and to the best of Supplier’s knowledge, any Supplier Intellectual Property used by Supplier to perform the Manufacturing Services (i) is Supplier’s or its Affiliate’s unencumbered property, (ii) may be lawfully used by Supplier, and (iii) does not infringe any Third Party Rights. 17.3 Supplier will not release any batch of Product if the required certificates of conformance indicate that Product does not comply with the Specifications or if Supplier does not hold all necessary approvals to Manufacture the Product. 17.4 Supplier, to the best of its knowledge as of the Effective Date, has all necessary authority to use and the permit to use pursuant to this Agreement all Intellectual Property related to Product or Supplier-supplied Materials (including artwork), and the Manufacturing of Product, including any copyrights, trademarks, trade secrets, patents, inventions and developments. 17.5 Supplier has (a) a written quality assurance program; (b) planned periodic audits of such quality assurance program; and (c) availability of adequate personnel and facilities to comply with such requirements. 9.5 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES17.6 Supplier will not cause the Product to be adulterated or misbranded within the meaning of the FDC Act prior to the delivery of the Product in accordance with Section 7.3 above. 17.7 To the best of Supplier’s knowledge, EXPRESS OR IMPLIEDit or its subcontractors has not and will not use the services of any persons debarred under 21 U.S.C. § 335(a) or (b) in any capacity associated with or related to the manufacture of the Product. Supplier also warrants that it does not currently employ and covenants that it will not hire, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEas an officer or an employee, any person who has been convicted of a felony under the U.S. federal law for conduct relating to the development or approval, including the process for development or approval, of any drug product, new drug application or abbreviated new drug application and neither Supplier nor any of its officers or employees has been convicted of a felony under the U.S. federal law for conduct relating to the regulation of any product under the FDC Act.