SELLER FURTHER REPRESENTS AND WARRANTS. (i) that all amounts charged by Seller and payable hereunder are lawfully chargeable under and will not violate, directly or indirectly, the provisions of any present or future laws, decrees, regulations, rules, or orders of any governmental authority which in any manner fix, limit, regulate, or otherwise affect prices at which the goods may be sold; (ii) that the goods purchased hereunder, and their sale or use, do not infringe, directly or indirectly, any United States or foreign patents, trademarks or copyrights, and Seller agrees, at Seller's cost and expense, to defend, indemnify and hold Buyer and its affiliates and subcontractors harmless from and against any claims, demands, actions and litigation based upon alleged or actual infringement thereof, and to reimburse Buyer for any costs or expenses, including, without limitation, attorney's fees, which Buyer incurs in connection therewith; and (iii) any delivery pursuant to this order shall constitute a warranty by Seller that it has complied with all applicable laws and all rules and regulations of governmental authorities, and that the goods may lawfully be bought, sold, used and transported in interstate or intrastate commerce. These WARRANTIES are in addition to, and shall not be construed as restricting or limiting any warranties of the Seller, express or implied, or which are provided by law or exist by operation of law.
SELLER FURTHER REPRESENTS AND WARRANTS. (i) that to the best of Seller’s actual knowledge that (i) neither an employee of Buyer nor an immediate family member of such employee is deriving personal financial gain under this Agreement or has a direct or indirect ownership interest in Seller, except with respect to the ownership of shares held for investment in companies listed on any recognized stock exchange representing less than 2% of the issued shares of such company; (ii) no employee of Buyer is contemporaneously employed with Seller; (iii) Seller has not and will not provide gifts or hospitality of any dollar value or any other gratuities to any employee of Buyer to obtain or maintain this Agreement; and (iv) Seller has no other business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would conflict in any manner or degree with the performance of its obligations under this Agreement. If any such actual or potential conflict of interest as set forth above arises under this Agreement, Seller shall immediately inform Xxxxx in writing of such conflict. If, in the reasonable discretion of Buyer, such conflict poses a material conflict to and with the performance of Seller’s obligations under this Agreement, then the Buyer may terminate the Agreement immediately upon written notice to Seller.
