Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF CBA Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CBA. CBA represents, warrants and covenants to ABI as follows: 12.01 CBA is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington, has full corporate or other power and authority to carry on its business as now conducted and as currently proposed to be conducted, and to execute, deliver and carry out the terms of this Agreement, has all permits and authorizations necessary to carry on its business as presently conducted, and is, or shall be if required, duly qualified to do business as a foreign corporation in good standing in each jurisdiction wherein the nature of CBA’s business and operations or the character of the properties owned or held under lease by CBA makes such qualification necessary and in which the failure to so qualify would have a materially adverse effect on the business, prospects, profits, condition or operations, financial or otherwise, of CBA. 12.02 This Agreement and all related documents have been duly authorized, executed and delivered by CBA and constitute legal, valid and binding agreements or obligations of CBA enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally. Neither the execution and delivery nor the performance by CBA of this Agreement will contravene any law or governmental rule or regulation, or any judgment or order, applicable to or binding on CBA, or CBA’s charter documents, or result in any breach of or constitute any default under, or result in the creation of any lien upon any property of CBA under, any indenture, mortgage or other agreement or instrument to which CBA is a party or by which it, or any of its properties may be bound or affected. 12.03 Neither the execution and delivery nor the performance by CBA of this Agreement requires any consent or approval of, giving notice to, registration with, or taking of any other action in respect of, any federal or state governmental authority or agency which has not been obtained prior to the date hereof. 12.04 ABI’s purchase or resale of Products or other goods hereunder in the form furnished to ABI by CBA and ABI’s use of the Intellectual Property in accordance with the terms of authorization by the CBA of ABI’s use pursuant to the this Agreement shall not infringe any valid United States or foreign patent right, right of privacy or publicity, or any rights with respect to trademarks, trade dress, copyrights, promotional slogans, trade names, designs, labels, get-ups, color combinations, product shapes, or other trademarks rights. 12.05 CBA has no contract, agreement or understanding, whether oral or written, with any Person for the distribution of Product in the Territory. 12.06 As of the Commencement Date, CBA has no Non-Alliance Wholesalers.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CBA. CBA represents, warrants and covenants to ABI as follows: 12.01 CBA is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington, has full corporate or other power and authority to carry on its business as now conducted and as currently proposed to be conducted, and to execute, deliver and carry out the terms of this Agreement, has all permits and authorizations necessary to carry on its business as presently conducted, and is, or shall be if required, duly qualified to do business as a foreign corporation in good standing in each jurisdiction wherein the nature of CBA’s 's business and operations or the character of the properties owned or held under lease by CBA makes such qualification necessary and in which the failure to so qualify would have a materially adverse effect on the business, prospects, profits, condition or operations, financial or otherwise, of CBA. 12.02 This Agreement and all related documents have been duly authorized, executed and delivered by CBA and constitute legal, valid and binding agreements or obligations of CBA enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ ' rights generally. Neither the execution and delivery nor the performance by CBA of this Agreement will contravene any law or governmental rule or regulation, or any judgment or order, applicable to or binding on CBA, or CBA’s 's charter documents, or result in any breach of or constitute any default under, or result in the creation of any lien upon any property of CBA under, any indenture, mortgage or other agreement or instrument to which CBA is a party or by which it, or any of its properties may be bound or affected. 12.03 Neither the execution and delivery nor the performance by CBA of this Agreement requires any consent or approval of, giving notice to, registration with, or taking of any other action in respect of, any federal or state governmental authority or agency which has not been obtained prior to the date hereof. 12.04 ABI’s purchase or resale of Products or other goods hereunder in the form furnished to ABI by CBA and ABI’s 's use of the Intellectual Property in accordance with the terms of authorization by the CBA of ABI’s use pursuant to the this Agreement shall not infringe any valid United States or foreign patent right, right of privacy or publicity, or any rights with respect to trademarks, trade dress, copyrights, promotional slogans, trade names, designs, labels, get-ups, color combinations, product shapes, or other trademarks rights. 12.05 CBA has no contract, agreement or understanding, whether oral or written, with any Person for the distribution of Product in the Territory. 12.06 As of the Commencement Date, CBA has no Non-Alliance Wholesalers.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF CBA. CBA represents, warrants and covenants to ABI as follows: 12.01 CBA is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of WashingtonOregon, has full corporate or other power and authority to carry on its business as now conducted and as currently proposed to be conducted, and to execute, deliver and carry out the terms of this Agreement, has all permits and authorizations necessary to carry on its business as presently conducted, and is, or shall be if required, duly qualified to do business as a foreign corporation in good standing in each jurisdiction wherein the nature of CBA’s 's business and operations or the character of the properties owned or held under lease by CBA makes such qualification necessary and in which the failure to so qualify would have a materially adverse effect on the business, prospects, profits, condition or operations, financial or otherwise, of CBA. 12.02 This Agreement and all related documents have been duly authorized, executed and delivered by CBA and constitute legal, valid and binding agreements or obligations of CBA enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ ' rights generally. Neither the execution and delivery nor the performance by CBA of this Agreement will contravene any law or governmental rule or regulation, or any judgment or order, applicable to or binding on CBA, or CBA’s 's charter documents, or result in any breach of or constitute any default under, or result in the creation of any lien upon any property of CBA under, any indenture, mortgage or other agreement or instrument to which CBA is a party or by which it, or any of its properties may be bound or affected. 12.03 Neither the execution and delivery nor the performance by CBA of this Agreement requires any consent or approval of, giving notice to, registration with, or taking of any other action in respect of, any federal or state governmental authority or agency which has not been obtained prior to the date hereof. 12.04 ABI’s 's purchase or resale of Products or other goods hereunder in the form furnished to ABI by CBA and ABI’s 's use of the Intellectual Property in accordance with the terms of authorization by the CBA of ABI’s 's use pursuant to the this Agreement shall not infringe any valid United States or foreign patent right, right of privacy or publicity, or any rights with respect to trademarks, trade dress, copyrights, promotional slogans, trade names, designs, labels, get-ups, color combinations, product shapes, or other trademarks rights. 12.05 CBA has Except as set forth in ATTACHMENT D, CBA, Kona, Redhook and Widmer have no contract, agreement or understanding, whether oral or writtenxx xxitten, with any Person for the distribution of Product in the Territory. 12.06 As of the Commencement Datedate hereof, CBA has no the list of Non-Alliance WholesalersWholesalers set forth in ATTACHMENT D is accurate, full and complete.