Common use of Supplier Representations and Warranties Clause in Contracts

Supplier Representations and Warranties. The Supplier hereby represents, warrants and covenants as follows that: (a) The Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement; (c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened; (d) This Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity; (e) There are no actions at law, suits in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder; (f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; and (g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mail.

Supplier Representations and Warranties. The (1) Supplier hereby represents, represents and warrants and covenants as follows to the College that:, (a) The Supplier is a [corporation/partnership/ ] corporation duly organized incorporated and validly existing under the laws of the State its jurisdiction of , incorporation and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power necessary corporate power, authority and authority capacity to carry on the business to be conducted by it under enter into this Agreement and to enter into and perform carry out its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of under this Agreement, and the lack of which shall immediately terminate the Agreement; (c) . The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder under this Agreement have been duly authorized by all necessary actions corporate action on the part of the Supplier. (b) Supplier and do is not and will not conflict with a party to, bound or result in a breach of the Supplier’s charter documents affected by, or bylaws or subject to, any indenture, mortgage, other agreement lease, agreement, collective agreement, obligation, instrument, charter or instrument or any statute or ruleby-law provision, statute, regulation, order, judgment, decree, licence, permit or decree law which would be violated, contravened or breached as a result of any judicial the execution and delivery of this Agreement, or administrative body to which the performance by Supplier is a party or by which the Supplier or of any of its properties is bound obligations under this Agreement. (2) Supplier represents and warrants, which representations and warranties shall remain true and accurate throughout the Term, that Supplier and all subcontractors, employees or subject nor any legal proceeding now pending or, to other persons retained by it in connection with the Goods and/or Services and/or the performance of its obligations hereunder shall (at Supplier’s knowledgesole cost and expense): (a) procure and maintain all applicable permits, threatenedlicenses and approvals of any governmental authority relating to the Goods and/or Services and/or business operations of Supplier (“Permits”) (and provide evidence of same to the College from time to time forthwith upon request). Supplier shall notify the College immediately in writing if any Permit or any portion thereof is suspended, cancelled, terminated, withdrawn, modified or transferred in any way and if requested by the College shall immediately cease to provide Services and shall relinquish control over all equipment or property (tangible or intangible) owned by the College and in its possession and under its control on such date; (b) comply with all applicable statutes, regulations and other legal stipulations or guidelines of any governmental authority having jurisdiction over the Goods and/or Services or business operations of Supplier (including Privacy Laws); (c) conduct its activities and perform the Goods and/or Services in a safe, ethical and professional manner and in compliance with the Occupational Health and Safety Act (Ontario) (as amended or supplemented from time to time) and all equivalent municipal, provincial or federal legislation and all applicable the College policies and procedures, including health and safety policies and security and other rules and regulations (as amended from time to time) while working in or attending at any College location; (d) This Agreement is comply with the valid performance standards as set out in Section 5 and binding obligation of all applicable requirements for the Supplier, enforceable Goods and/or Services described in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equitySchedule 1; (e) There are no actions at law, suits ensure Supplier’s management has sufficient experience and history in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder Supplier’s industry to perform the performance of its obligations hereunderGoods and/or Services in accordance with the standards set out herein; (f) The Supplier is a signatory to applicable PJM Agreements not take any action or make any omission that may injure or damage the College’s reputation or business; (g) maintain internal information security practices, including using appropriate firewall and is in complianceanti-virus software; maintaining said countermeasures, operating systems, and will continue to comply, either directly or through its Scheduling Coordinator, other applications with all obligations, rules up-to-date current virus definitions and regulations, as established security patches; installing and interpreted by operation security mechanisms in the PJM OI, manner in which they were intended that are applicable designed to ensure the College will not be impacted nor its operations disrupted; and permitting only authorized users access to systems and applications; (h) use up-to-date anti-virus tools to remove known malicious functionalities from any email message or data transmitted to the Load Serving Entities serving customers located in College that are designed to prevent the PJM Control Areatransmission of attacks on the College via the network connections between the College and Supplier and to prevent unauthorized access to the College systems or those of the College’s third party service providers via Supplier networks and access codes; and (gi) The not disclose, disseminate, provide, make available or use the Personal Information or data (including health, financial, identity, etc.) of the College, as well as its affiliates, branches, representation offices, clients, employees and suppliers with whom it maintains or had a commercial, legal or contractual relationship, or those companies in which the College or the aforementioned companies may have interest or participation, that Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company andmight have received or had access to, from time to timein a direct or indirect way, modified by the Company after adequate notice due to the Supplier. If the Supplier learns that any of the representationsexisting contractual, warranties, legal or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mailcommercial relationship.

Supplier Representations and Warranties. The Supplier hereby represents, warrants and covenants as follows thatfollows: (a) The the Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware;New Jersey; (b) The the Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification Board licensure as an Electric Suppliera TPS and satisfaction of all applicable FERC requirements, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate result in the Agreement;termination of this Agreement; (c) The the execution and delivery of this Agreement and the performance of the Supplier’s 's obligations hereunder have been duly authorized by all necessary actions action on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s 's charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened;subject; (d) This this Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity;terms; (e) There there are no actions at law, suits in equity, proceedings or claims pending against it Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance by the Supplier of its obligations hereunder;hereunder; (f) The the Supplier is has applied to, registered with, obtained certificates from, became a signatory to applicable member of, and/or entered into agreements with, as required, the PJM Agreements or NYISO and is in compliance, compliance and will continue to comply, comply either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, OI or NYISO that are applicable to the Load Serving Entities load serving customers entities serving Customers located in the PJM Control Area; or NYISO control area; and (g) the Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company that are set by, and from time to time modified by, the Board. The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by unless the Company after adequate notice Supplier exercises its reserved right to challenge any such protocols in the Supplierappropriate forum. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has have been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mail.

Supplier Representations and Warranties. The Supplier hereby represents, warrants and covenants as follows that: (a) The Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement; (c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened; (d) This Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity; (e) There are no actions at law, suits in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder; (f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers Customers located in the PJM Control Area; and (g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company Cooperative and, from time to time, modified by the Company Cooperative after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company Cooperative via facsimileemail, with a hard copy of the notice delivered by overnight mail.

Supplier Representations and Warranties. The Supplier hereby represents, warrants and covenants as follows that: : (a) The Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite the full power and authority to carry on accept and perform under the business to be conducted by it under this Agreement Purchase Order(s) and to enter into execute and perform its obligations hereunderunder this Agreement without the need for any consents, including Commission certification as an Electric approvals or immunities not yet obtained; (b) Supplier, which ’s execution of and performance under any Purchase Order(s) and this Agreement shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement; not breach any oral or written agreement with any third party or any obligation owed by Supplier to any third party to keep any information or materials in confidence or in trust; (c) The execution the Work Product shall be the original work of Supplier, and delivery any persons involved in the development of Work Product have executed (or prior to any such involvement, shall execute) a written agreement with Supplier in which such persons (i) assign to Supplier all right, title and interest in and to the Work Product in order that Supplier may fully grant the rights to Principle USA as provided herein and (ii) agree to be bound by confidentiality and non-disclosure obligations no less restrictive than those set forth in this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened; Agreement; (d) This Agreement is the valid Work Product shall comply in all respects with Principle USA’s specifications and binding obligation of the Suppliershall be free from defects in materials, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity; design and workmanship; (e) There are no actions at lawSupplier has the right to grant the rights and assignments granted herein, suits in equitywithout the need for any assignments, proceedings releases, consents, approvals, immunities or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder; other rights not yet obtained; (f) The Supplier is a signatory neither the Work Product nor any element thereof shall be subject to applicable PJM Agreements any restrictions or to any mortgages, liens,pledges, security interests, encumbrances or encroachments; and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; and (g) The Supplier will comply with any maintains comprehensive hiring policies and all information and data transfer protocols that may be adopted procedures which (i) include, to the extent permitted by law, a background check for criminal convictions, drug testing and, to the extent required by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any applicable laws of the representationsUnited States, warrantiesconfirmation that its employees, or covenants representatives and sub-suppliers are authorized to work in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy United States and (ii) are designed to promote hiring of the notice delivered by overnight mailbest candidates with appropriate character, disposition and honesty.

Supplier Representations and Warranties. The (a) Supplier hereby represents, warrants and covenants as follows thatrepresents the following to Mannatech. (i) The Manapol Powder will be delivered on the schedule set forth by Mannatech or its Designee in its Purchase Order provided such proposed delivery date was set forth in a Purchase Order accepted (or deemed accepted) by Supplier in accordance with Section 4(b). (ii) All Manapol Powder sold and delivered by Supplier pursuant to this Agreement will: (aA) The Supplier conform to the quality Specifications set forth in Exhibit A to this Agreement, which is a [corporation/partnership/ ] duly organized attached hereto and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delawareincorporated by reference herein; (bB) be formulated, manufactured, stored, tested, labeled, and shipped in accordance with current good manufacturing practices as promulgated by the FDA and all other applicable laws and regulations, unless non compliance with FDA’s rules and regulations is caused by following Mannatech’s Specifications; and (C) not be (1) adulterated or misbranded by Supplier within the meaning of the Food, Drug & Cosmetic Act (“FD&C Act”), (2) an article that may not be introduced into interstate commerce under the FD&C Act, or (3) an article that fails to comply with any or all applicable laws and regulations. (iii) Supplier’s facilities have been adequately designed, qualified, and maintained and that it has any and all appropriate licenses, permits, and authorizations from all applicable federal, state, and local authorities such that it may carry out its obligations under this Agreement. (iv) The execution, delivery and performance by Supplier has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement; (c) The execution and delivery of this Agreement and the performance by Supplier of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on transactions contemplated hereby does not, with or without the part giving of notice or the Supplier and do not and will not passage of time or both, violate, conflict with or result in cause a breach or termination of or constitute a default under: (A) the provisions of any laws applicable to Supplier or its properties or assets; (B) the provisions of the Supplier’s charter constituent organizational documents or bylaws or other governing instruments of Supplier; (C) any indenturenote, bond, mortgage, other indenture, license, agreement or other instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body obligation to which the Supplier is a party or by which the Supplier or any of its properties it is bound or subject nor subject; or (D) any legal proceeding now pending orjudgment, decree, order or award of any court or any supranational, national, federal, state, provincial or local judicial, legislative, executive or regulatory authority applicable to Supplier or its properties or assets. (v) There is no pending, or to Supplier’s knowledgeknowledge threatened, threatened;any action, claim, suit, litigation, arbitration, investigation, notification, audit or other proceeding (“Proceedings”) against Supplier, except for such Proceedings which would not, individually or in the aggregate, have a material adverse effect on the ability of Supplier to perform its obligations hereunder. (dvi) This Agreement Supplier possesses and has continuously maintained all permits, authorizations and licenses issued by any supranational, national, federal, state, provincial or local judicial, legislative, executive or regulatory authority necessary for the conduct of Supplier’s business, except where the failure to possess or maintain such permits, authorizations and licenses would not, individually or in the aggregate, have a material adverse effect on the ability of Supplier to perform its obligations hereunder. (vii) Supplier has the financial ability necessary to perform its obligations hereunder. (b) Mannatech warrants and represents the following to Supplier. (i) Mannatech is legally entitled to provide the valid and binding obligation Specifications for production of Manapol Powder as established in Exhibit A of this Agreement. (ii) To the Supplierbest of Mannatech’s knowledge at the time of execution of this Agreement, enforceable the Specifications provided by Mannatech are in accordance with federal rules and regulations and all applicable laws and regulations. Mannatech shall hold Supplier harmless of any responsibility for Mannatech’s violation of this paragraph. (iii) To the best of Mannatech’s knowledge at time of execution, the execution, delivery and performance by Mannatech of this Agreement and the performance by Mannatech of the transaction contemplated hereby, does not, with or without the giving of notice or the passage of time or both, violate, conflict with or cause a breach or termination of or constitute a default under: (A) the provisions of any laws applicable to Mannatech or its termsproperties or assets; (B) the provisions of any organizational documents or other governing instruments of Mannatech; (C) any note, except as such enforceability may be limited by applicable bankruptcybond, insolvency mortgage, indenture, license, agreement or similar laws from time other instrument or obligation to time in effect that affect creditors’ rights generally which Mannatech is a party or by general principles which it is bound or subject; or (D) any judgment, decree, order or award of equity; (e) There are no actions at law, suits in equity, proceedings any court or claims pending against it before any federal, state, foreign or local courtjudicial, tribunal legislative, or government agency regulatory authority applicable to Mannatech or authority that might materially delayits property or assets. Mannatech shall hold Supplier harmless of any responsibility for Mannatech’s violation of this paragraph. (iv) There is no pending or, prevent to Mannatech’s knowledge, threatened action, claim, suit, litigation, arbitration, investigation, notification, audit or hinder other proceeding (“Proceedings”) against Mannatech, except for such Proceedings which would not individually or in the performance of aggregate have a material adverse effect on Mannatech’s ability to perform its obligations hereunder;. (fv) The Supplier is a signatory to applicable PJM Agreements Mannatech possesses and is in compliancemaintains all required permits, authorizations and will continue to complylicenses issued by federal, either directly or through state, and/or local authorities necessary for the conduct of its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; andbusiness. (gvi) The Supplier will comply with any and all information and data transfer protocols that may be adopted by Mannatech has the Company and, from time financial ability necessary to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mailperform its obligations hereunder.

Supplier Representations and Warranties. The Supplier hereby represents, represents and warrants and covenants as follows to Commercialization Partner or its designated Distributor or Distributor Affiliates that: (a) The a. Supplier is a [corporation/partnership/ ] corporation duly organized and organized, validly existing and in good standing under the laws of the State its jurisdiction of , organization and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power and authority to carry on the business to be conducted by it under enter into this Agreement and to enter into and perform its obligations hereunder. b. There exist no agreements, including Commission certification as an Electric Supplierassignments, which shall be maintained throughout the life of this Agreementlicenses, and the lack of which shall immediately terminate the Agreement; (c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with liens or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree encumbrances of any judicial or administrative body kind to which the Supplier is a party that are either inconsistent with the provisions of this Agreement or by which the Supplier would prohibit or any of its properties is bound or subject nor any legal proceeding now pending or, to affect Supplier’s knowledge, threatened;ability to perform its obligations hereunder. (d) c. This Agreement is the has been duly executed and delivered by Supplier and constitutes its legal, valid and binding obligation of the Supplierobligation, enforceable against it in accordance with its terms, except as such enforceability the same may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws from time relating to time in effect that affect or affecting creditors’ rights generally generally. d. The execution, delivery and performance by Supplier of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not(i) violate any Applicable Laws; (ii) conflict with, or result in the breach of any provision of, its certificate or articles of incorporation, bylaws or equivalent organizational documents; (iii) result in the creation of any lien or encumbrance of any nature upon any property being transferred or licensed by it pursuant to this Agreement or (iv) violate, conflict with, result in the breach or termination of, or constitute a default under (or event which, with notice, lapse of time or both, would constitute a default under), any permit, contract or agreement to which it is a party or by general principles of equity; (e) There are no actions at law, suits in equity, proceedings or claims pending against it before which any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder;properties or businesses are bound. e. Supplier has received Marketing Approval to sell Products in the United States and complies with the terms and conditions of the applicable Marketing Approval, including but not limited to compliance with the following FDA good manufacturing practices: Acceptance Activities (f) The Supplier is a signatory to applicable PJM Agreements 21 CFR 820.20 and is in compliance820.86), Nonconforming Product (21 XXX 000.00), Xxxxxxxxxxx Xxxxxxxxxx 00 XXX 820.250), and lot release procedures that assure tests released for distribution have the clinical and analytical performance claimed in the authorized labeling. To the extent Marketing Approval has not yet been received for any other country where Commercialization Partner or its designated Distributor or Distributor Affiliates intends to sell the Products, Commercialization Partner or its designated Distributor or Distributor Affiliates shall be responsible for submitting required applications for such Marketing Approval, and Supplier shall assist Commercialization Partner or its designated Distributor or Distributor Affiliates in seeking approval of such application by providing such information, Product, records and other supporting materials as are reasonably necessary and available to obtain the Marketing Approval. To the extent allowed under Applicable Laws in such other countries, Supplier shall apply for such Marketing Approval to be issued in the name of Supplier. Upon expiration or termination of this Agreement, such Marketing Approval shall, if not done so beforehand, be transferred to Supplier, without any cost or expense to be paid by Supplier to Commercialization Partner or its designated Distributor or Distributor Affiliates in consideration of the assignment of the Marketing Approval. f. To the extent necessary under Applicable Laws, or as necessary to enable the effective representation of Supplier and the sale of the Products, Supplier will continue to complynotify FDA of each authorized distributor(s) of the Products, either directly or through its Scheduling Coordinatorincluding the name, with all obligationsaddress, rules and regulationsphone numbers of any existing authorized distributor(s) and Supplier will notify FDA within three (3) days of the effective Date that Commercialization Partner is an authorized distributor of the Products. g. Supplier, as established necessary, shall, and interpreted by shall cause its authorized distributors, to inform authorized laboratories and relevant public health authorities of existence of the PJM OIEUA for the Products, that are applicable including the terms and conditions of the EUA and any updates made to the Load Serving Entities serving customers located in Products, the PJM Control Area; andauthorized labeling and authorized Fact Sheets for the Products. (g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants h. Other than as set forth in this Agreement has been violatedand the EUA, no authorization, consent or approval of, or notice to or filing with, any Governmental Authority is required for the execution, delivery and performance by Supplier of this Agreement. i. Supplier shall immediately notify be the Company via facsimile, with a hard copy manufacturer or authorized distributor of the Products supplied to Commercialization Partner or its designated Distributor or Distributor Affiliates under this Agreement, provided, however, Supplier may use contract manufacturer(s) for part of the production under quality agreements. In the event that V agrees to purchase any Products manufactured outside the United States, Supplier or contract manufacturers shall serve as the importers of the Products into the country of destination and Commercialization Partner or its designated Distributor or Distributor Affiliates shall only acquire title to Products following the importation thereof. j. Supplier shall comply at its own expense with all Applicable Laws in the Territory relating to the manufacturing, sale, distribution and promotion of the Products. k. Supplier will ensure that Labels and Package Inserts/IFU of the Products contain all warnings and instructions regarding the safe use, transportation and storage of the Products as may be required in the Territory pursuant to the Marketing Approval. Supplier is and shall continue to be fully informed about any specific requirements in that respect and any changes thereto in the Territory and shall communicate to Distributor, within three (3) days of Supplier’s receipt of notice delivered by overnight mailthereof, any subsequent amendments, supplements or changes to the Marketing Approval or Territory requirements that impact the Product or its marketing, sale, promotion, or distribution; provided, however, any failure of Supplier to do so shall not relieve Commercialization Partner or its designated Distributor or Distributor Affiliates of its own duty to be informed of such requirements. l. To the best of Supplier’s knowledge, neither the Products nor any method used to design, manufacture, produce, sell or distribute the Products, or any portion or component thereof, infringes on the Intellectual Property rights of any Third Party. m. Neither Supplier nor any of its employees has been: (i) convicted of a criminal offense related to health care; or (ii) excluded, debarred, or otherwise ineligible for participation in a U.S. “Federal health care program” as defined in 42 U.S.C. §1320a-7b(f) (or any applicable successor statutory section).

Supplier Representations and Warranties. The Supplier hereby representsherebyrepresents, warrants and covenants as follows that: (a) The Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement; (c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened; (d) This Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity; (e) There are no actions at law, suits in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder; (f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; and (g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mail.

Supplier Representations and Warranties. The Supplier hereby represents, represents and warrants and covenants as follows to Refiner that: (a) The Supplier It is a [corporation/partnership/ ] duly organized and organized, validly existing and in good standing under the laws of the State of Delaware, and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power and authority to carry on own and lease the business properties and assets it currently owns and leases, and to be conduct its activities as such activities are currently conducted and as contemplated by it under this Agreement; (b) Supplier has all requisite corporate power, authority and capacity to execute, deliver and perform this Agreement and to enter into consummate the transactions contemplated hereby. The execution, delivery and perform performance of this Agreement and the consummation of the transactions contemplated hereby by Supplier have been duly and validly authorized by all necessary corporate action on its obligations hereunderpart, including Commission certification as an Electric and this Agreement has been duly and validly executed and delivered by Supplier, which shall be maintained throughout and is the life valid and binding obligation of this AgreementSupplier, enforceable against it in accordance with its terms, subject to Applicable Laws of bankruptcy, insolvency and the lack of which shall immediately terminate the Agreementsimilar laws affecting creditors’ rights and remedies generally; (c) The execution execution, delivery and delivery performance by Supplier of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do does not and will not (i) conflict with or violate any provision of Supplier’s organizational documents; (ii) violate any provision of any Applicable Laws; (iii) conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time or elections of other Persons, or any combination thereof) or accelerate or permit the acceleration of the Supplier’s charter documents performance required by, any contracts or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body instruments to which the either Supplier is a party or by which the Supplier or any of its properties is bound or subject nor affected; or (iv) require any legal proceeding now pending orconsent, to Supplier’s knowledgeapproval or authorization of, threatenedor filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person; (d) This Agreement Supplier is the valid and binding obligation not subject to any Applicable Law that would preclude or prohibit its fulfillment of the Supplierany of its obligations hereunder, enforceable all in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles the terms and conditions of equity;this Agreement; and (e) There are no actions at lawSupplier has the requisite authority, suits in equityability, proceedings or claims pending against it before any federalskills, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance technical support and capacity to perform all of its obligations hereunder; (f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, hereunder with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable respect to the Load Serving Entities serving customers located supply of Crude Oil and the operation of its production facilities, all in the PJM Control Area; and (g) The Supplier will comply accordance with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mailin all material respects.

Supplier Representations and Warranties. The Supplier hereby representsagrees that, warrants by entering into this Agreement, the Supplier will be deemed to have made the representations and covenants warranties under Section 4.1, and each of the following representations and warranties, both as follows thatof the date of each Discount Offer and as of the date any such Discount Offer is accepted by Citibank pursuant to Section 2.2: (a) The Supplier Each such Receivable (i) is a [corporation/partnership/ ] duly organized and validly existing under the laws exclusive property of the State Supplier, free and clear of all security interests, liens or claims of any kind; (ii) relates exclusively to a commercial trade transaction and represents consideration for a sale of goods or services that (A) have been delivered to and accepted by the relevant Buyer in the ordinary course of business, (B) in relation to which all of the Supplier’s obligations have been performed by it in full, and (C) which complies with all applicable legal requirements; (iii) constitutes a valid, binding and unconditional obligation of the relevant Buyer to pay the full amount of such Receivable, free of any defense, set-off or counterclaim (other than any Claim); (iv) is not disputed by Buyer or any other Person, and is authorized not the subject of any legal or arbitral proceeding; (v) does not have a Payment Due Date falling more than 180 days after the date it is purchased by Citibank pursuant to do business Section 2.2; and (vi) is in good standing in freely assignable or transferable (as applicable) and the State provisions of Delaware;this Agreement are effective to assign or transfer (as applicable) the relevant Receivable to Citibank. (b) The On the date hereof and at the time of each sale of Receivables hereunder, the Supplier has all requisite power (i) is not and authority will not be insolvent or unable to carry on the business pay its debts (including subordinated and contingent debts), nor could it be deemed by a court to be conducted by unable to pay its debts, all within the meaning of the law in the jurisdiction of its organization, nor will it under become so in consequence of its entering into this Agreement and/or its sale of Receivables to Citibank hereunder and to enter into (ii) is not and perform its obligations hereunder, including Commission certification as will not be an Electric Supplier, which shall be maintained throughout the life affiliate of this Agreement, and the lack of which shall immediately terminate the Agreement;any Buyer. (c) The execution Supplier and delivery of this Agreement any subsidiaries are conducting and the performance of will continue to conduct their business in compliance with Anti-Corruption Laws. The Supplier and any subsidiaries have implemented, maintain, and will continue to maintain in effect policies and procedures to ensure compliance by the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part , any subsidiaries, and their respective directors, officers, employees, and agents, with Anti-Corruption Laws. None of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties parents or subsidiaries, or any of their respective directors, officers, or employees, or to the knowledge of the Supplier, the affiliates or agents of the Supplier or any of their subsidiaries, is bound a Sanctioned Person, or subject nor located, organized, or resident in a Sanctioned Jurisdiction. (d) The operations of the Supplier and any legal subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where the Supplier or any subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding now by or before any court or governmental agency, authority or body or any arbitrator involving the Supplier or any subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to Supplier’s knowledge, threatened; (d) This Agreement is the valid and binding obligation knowledge of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity;threatened. (e) There are no actions at law, suits in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder; (f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; and (g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns provides Citibank with personal data about itself or its Authorized Users, (including without limitation through the use of cookies,) the Supplier warrants that such data has been given with the consent of each individual and in compliance with any applicable personal data protection and privacy legislation, such that the data may be processed or transmitted by and to Citibank and its contractors in any country of the representations, warranties, or covenants world in connection with this Agreement has been violated, Agreement. The Supplier consents to the Supplier shall immediately notify disclosure by Citibank of such data to Buyers to the Company via facsimile, extent such data is needed in connection with a hard copy the delivery of the notice delivered by overnight mailany Payment Notification.

Supplier Representations and Warranties. The Supplier hereby represents, warrants and covenants as follows that: (a) The Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delaware; (b) The Supplier has all requisite power and authority to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the Agreement; (c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatened; (d) This Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equity; (e) There are no actions at law, suits in equity, proceedings or claims pending against it before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunder; (f) The Supplier is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers Customers located in the PJM Control Area; and (g) The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company Cooperative and, from time to time, modified by the Company Cooperative after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company Cooperative via facsimile, with a hard copy of the notice delivered by overnight mail.

Supplier Representations and Warranties. The Supplier hereby represents, warrants represents to the Client that each of the following statements is correct and covenants not misleading as follows thatat the date of this Agreement: (a) The Supplier the Trust is a [corporation/partnership/ ] duly organized constituted and validly existing under has not been terminated, nor has the laws date passed or any event occurred for the vesting of the State of , and is authorized to do business and is in good standing in the State of DelawareTrust's assets; (b) The Supplier it is the sole trustee of the Trust, it has all requisite power not given any notice of resignation and authority no action has been taken to carry on remove it or to appoint an additional trustee of the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Commission certification as an Electric Supplier, which shall be maintained throughout the life of this Agreement, and the lack of which shall immediately terminate the AgreementTrust; (c) The execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by Trust Deed complies with all necessary actions on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a party or by which the Supplier or any of its properties is bound or subject nor any legal proceeding now pending or, to Supplier’s knowledge, threatenedapplicable laws; (d) This Agreement is the valid and binding obligation of the Supplier, enforceable in accordance it has complied with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors’ rights generally or by general principles of equityobligations and duties under the Trust Deed and at law; (e) There are no actions at lawproperty of the Trust has been re-settled, suits in equity, proceedings set aside or claims pending against it before transferred to any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the performance of its obligations hereunderother trust; (f) The Supplier it has full legal capacity and power under the Trust Deed to: (i) own the Trust's assets and carry on the business of the Trust as it is a signatory to applicable PJM Agreements and is in compliance, and will continue to comply, either directly or through its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Areanow being conducted; and (ii) enter into this Agreement and to carry out the transactions that this Agreement contemplates, as trustee of the Trust; (g) The all action that is necessary or desirable under the Trust Deed or at law has been taken to: (i) authorise entry into this Agreement and the carrying out by the Supplier will comply with of the transactions that this Agreement contemplates; (ii) ensure that this Agreement is legal, valid and binding on the Supplier as trustee of the Trust and admissible in evidence against it in that capacity; and (iii) enable it to properly carry on the business of the Trust; (h) it has carefully considered the purpose of this Agreement and considers that entering into this Agreement is part of the proper administration of the Trust, for the commercial benefit of the Trust and for the benefit of the beneficiaries of the Trust, and considers that the terms of this Agreement are fair and reasonable; (i) it has the right to be fully indemnified out of the Trust's assets in relation to the obligations and liabilities incurred by it under this Agreement, that right has not been modified, released or diminished in any way, and the Trust's assets are sufficient to satisfy that right of indemnity and all information other obligations and data transfer protocols that may be adopted by the Company and, from time to time, modified by the Company after adequate notice to the Supplier. If liabilities in respect of which the Supplier learns that any has a right to be indemnified out of the representations, warranties, Trust's assets; and (j) it has not released or covenants in this Agreement has been violated, disposed of its equitable lien over the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mailTrust's assets.

Supplier Representations and Warranties. The (a) Supplier hereby represents, warrants and covenants as follows thatrepresents the following to Mannatech. (i) Manapol and Hi Fi will be delivered on the schedule set forth by Mannatech or its Designee in its Purchase Order provided such proposed delivery date was set forth in a Purchase Order accepted (or deemed accepted) by Supplier in accordance with Section 4(b). (ii) All Manapol and Hi Fi sold and delivered by Supplier pursuant to this Agreement will: (aA) The Supplier conform to the quality Specifications set forth in Exhibit A to this Agreement, which is a [corporation/partnership/ ] duly organized attached hereto and validly existing under the laws of the State of , and is authorized to do business and is in good standing in the State of Delawareincorporated by reference herein; (bB) The be formulated, manufactured, stored, tested, labeled, and shipped in accordance with current good manufacturing practices as promulgated by the FDA and all other applicable laws and regulations, unless non-compliance with FDA’s rules and regulations is caused by following Mannatech’s Specifications; and (C) not be (1) adulterated or misbranded by Supplier within the meaning of the Food, Drug & Cosmetic Act (“FD&C Act”), (2) an article that may not be introduced into interstate commerce under the FD&C Act, or (3) an article that fails to comply with any or all applicable laws and regulations. (iii) Supplier’s facilities have been adequately designed, qualified, and maintained and that it has any and all appropriate licenses, permits, and authorizations from all applicable federal, state, and local authorities such that it may carry out its obligations under this Agreement. (iv) Supplier has all requisite power and authority received due authorization to carry on the business to be conducted by it under execute this Agreement and to enter into and perform its comply with the obligations hereunderherein, by the appropriate governance bodies of the Supplier, including Commission certification as an Electric Supplier, which shall be maintained throughout the life its Board of this Agreement, and the lack of which shall immediately terminate the Agreement;Directors. (cv) The execution execution, delivery and delivery performance by Supplier of this Agreement and the performance by Supplier of the Supplier’s obligations hereunder have been duly authorized by all necessary actions on transactions contemplated hereby does not, with or without the part giving of notice or the Supplier and do not and will not passage of time or both, violate, conflict with or result in cause a breach or termination of or constitute a default under: (A) the provisions of any laws applicable to Supplier or its properties or assets; (B) the provisions of the Supplier’s charter constituent organizational documents or bylaws or other governing instruments of Supplier; (C) any indenturenote, bond, mortgage, other indenture, license, agreement or other instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body obligation to which the Supplier is a party or by which the Supplier or any of its properties it is bound or subject nor subject; or (D) any legal proceeding now pending orjudgment, decree, order or award of any court or any supranational, national, federal, state, provincial or local judicial, legislative, executive or regulatory authority applicable to Supplier or its properties or assets. (vi) There is no pending, or to Supplier’s knowledgeknowledge threatened, threatened;any action, claim, suit, litigation, arbitration, investigation, notification, audit or other proceeding (“Proceedings”) against Supplier, except for such Proceedings which would not, individually or in the aggregate, have a material adverse effect on the ability of Supplier to perform its obligations hereunder. 1 Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (dvii) This Agreement Supplier possesses and has continuously maintained all permits, authorizations and licenses issued by any supranational, national, federal, state, provincial or local judicial, legislative, executive or regulatory authority necessary for the conduct of Supplier’s business, except where the failure to possess or maintain such permits, authorizations and licenses would not, individually or in the aggregate, have a material adverse effect on the ability of Supplier to perform its obligations hereunder. (viii) Supplier has the financial ability necessary to perform its obligations hereunder. (b) Mannatech warrants and represents the following to Supplier (i) Mannatech is legally entitled to provide the valid and binding obligation Specifications for production of the Supplier, enforceable Manapol as established in Exhibit A of this Agreement. (ii) The Specifications provided by Mannatech are in accordance with federal rules and regulations and all applicable laws and regulations. Mannatech shall hold Supplier harmless of any responsibility for Mannatech’s violation of this paragraph. (iii) Mannatech has received due authorization to execute this Agreement and comply with the obligations herein, by the appropriate governance bodies of Mannatech, including its termsBoard of Directors. (iv) The execution, except as such enforceability may be limited delivery and performance by Mannatech of this Agreement and the performance by Mannatech of the transaction contemplated hereby, does not, with or without the giving of notice or the passage of time or both, violate, conflict with or cause a breach or termination of or constitute a default under: (A) the provisions of any laws applicable bankruptcyto Mannatech or its properties or assets; (B) the provisions of any organizational documents or other governing instruments of Mannatech; (C) any note, insolvency bond, mortgage, indenture, license, agreement or similar laws from time other instrument or obligation to time in effect that affect creditors’ rights generally which Mannatech is a party or by general principles which it is bound or subject; or (D) any judgment, decree, order or award of equity; (e) There are no actions at law, suits in equity, proceedings any court or claims pending against it before any federal, state, foreign or local courtjudicial, tribunal legislative, or government agency regulatory authority applicable to Mannatech or authority that might materially delayits property or assets. Mannatech shall hold Supplier harmless of any responsibility for Mannatech’s violation of this paragraph. (v) There is no pending or, prevent to Mannatech’s knowledge, threatened action, claim, suit, litigation, arbitration, investigation, notification, audit or hinder other proceeding (“Proceedings”) against Mannatech, except for such Proceedings which would not individually or in the performance of aggregate have a material adverse effect on Mannatech’s ability to perform its obligations hereunder;. (fvi) The Supplier is a signatory to applicable PJM Agreements Mannatech possesses and is in compliancemaintains all required permits, authorizations and will continue to complylicenses issued by federal, either directly or through state, and/or local authorities necessary for the conduct of its Scheduling Coordinator, with all obligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to the Load Serving Entities serving customers located in the PJM Control Area; andbusiness. (gvii) The Supplier will comply with any and all information and data transfer protocols that may be adopted by Mannatech has the Company and, from time financial ability necessary to time, modified by the Company after adequate notice to the Supplier. If the Supplier learns that any of the representations, warranties, or covenants in this Agreement has been violated, the Supplier shall immediately notify the Company via facsimile, with a hard copy of the notice delivered by overnight mailperform its obligations hereunder.