Common use of Additional Warranties Clause in Contracts

Additional Warranties. The Major Sub-contractor further warrants, represents and undertakes to the Crown that: (a) the Major Sub-contract to which it and the Contractor are party, has been entered into on Arms Length Terms; (b) it has complied with and fulfilled and shall continue to comply with and fulfil its duties and obligations arising under or by virtue of the Major Sub-contract; (c) without limiting the other terms of this Deed: (i) it is aware of those terms of the Project Agreement that apply to it, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by act, do or (to the extent of its obligations under the Major Sub-contract only), by omission fail to do anything that would result in the Contractor being in breach or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreement; (d) there are no documents or agreements in existence or contemplated as at the date of this Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context of this Deed and the other Project Documents to which it is a party; (ii) be, or be likely to be, material in the context of the Project; or (iii) have the effect of varying this Deed or any other Project Document, and in respect of this Deed or the Project Documents, performance of which by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project Document; (e) all information provided to the Crown by the Major Sub-contractor under this Deed constitutes true, accurate and complete statements of the Major Sub-contractor; and (f) in entering into this Deed and the other Project Documents to which it is a party, it relied upon its own investigations and has not relied upon any representation or warranty about its subject matter by: (i) the Crown; or (ii) the Contractor or any other person (unless otherwise expressly stated in the Major Sub-contract).

Additional Warranties. The Major Sub-contractor further warrants, (i) Each party hereby represents and undertakes warrants to the Crown that: (a) the Major Sub-contract to which it and the Contractor are party, has been entered into on Arms Length Terms; (b) it has complied with and fulfilled and shall continue to comply with and fulfil its duties and obligations arising under or by virtue of the Major Sub-contract; (c) without limiting the other terms of this Deed: that (i) it has all requisite corporate power and authority (or if a party is aware of those terms of not a corporation, such party represents and warrants that it has sufficient power and authority under its organizational documents or agreements) to enter into this Agreement and to carry out the Project Agreement that apply to ittransactions contemplated hereby, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate (or, as applicable, other entity) action on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and (assuming the due authorization, execution, and delivery hereof by the other party) is a valid and binding obligation of such party and enforceable against it will ensure at all times that: in accordance with its provisions, and (Aiv) it shall its entry into this Agreement does not by act, do violate or (to the extent of its obligations under the Major Sub-contract only), by omission fail to do anything that would result in the Contractor being in breach or being put in constitute a breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreement; (d) there are no documents or agreements in existence or contemplated as at the date of this Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context of this Deed and the other Project Documents any agreement to which it is a party;party or otherwise bound. (ii) beChordiant represents and warrants to Customer that (i) Chordiant has all necessary rights, title, licenses, permissions, and approvals required to grant the rights and licenses to the Software (including Third Party Software embedded therein) as set forth in this Agreement and (ii) Chordiant has not received any written notice or claim, and is not otherwise aware, that the Software (including any third party software embedded therein), or be likely to bethe use thereof as contemplated by this Agreement, material in infringes on or misappropriates, or would infringe on or misappropriate, the context copyright, patent, trademark, trade secret, or other intellectual property or other proprietary rights of the Project; orany third party. (iii) have Chordiant represents and warrants to Customer that in performing its obligations and exercising its rights under this Agreement, Chordiant shall comply (and shall require all of its personnel and agents involved in Chordiant’s performance under this Agreement to comply) with all applicable laws, rules, regulations, and other governmental requirements relating to or affecting this Agreement or the effect of varying this Deed work to be performed by Chordiant hereunder, and that Chordiant shall obtain and maintain all permits, licenses, and consents required in connection therewith. (iv) Except for the functions and features expressly disclosed in the Documentation, Chordiant represents and warrants to Customer that the Software (including Third Party Software embedded therein do not contain, and Chordiant shall not insert into the Software (including Third Party Software embedded therein) any lock, dongle, clock, timer, counter, hardware key, copy protection feature, replication device, “virus” or “worm,” as those terms are commonly used in the computer industry, or other software code that may (a) lock, disable, or erase the Software (including Third Party Software embedded therein), or any other Project Documentsoftware, programs, or data of Customer or its respective customers or suppliers, (b) limit or prevent full use of or copying of the Software (including Third Party Software embedded therein) as permitted under this Agreement, (c) harm or otherwise interfere with Customer’ servers or data processing hardware (including terminals, auxiliary storage, and in respect of this Deed communication and peripheral devices), or the Project Documents, performance of which (d) require action or intervention by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project Document; (e) all information provided to the Crown by the Major Sub-contractor under this Deed constitutes true, accurate and complete statements of the Major Sub-contractor; and (f) in entering into this Deed and the other Project Documents to which it is a party, it relied upon its own investigations and has not relied upon any representation or warranty about its subject matter by: (i) the Crown; or (ii) the Contractor Chordiant or any other person to allow use of the Software (unless otherwise expressly stated in including Third Party Software embedded therein) as permitted under this Agreement. (v) Except as set forth on Exhibit B hereto, Chordiant represents and warrants to Customer that neither the Major Sub-contractSoftware (including Third Party Software embedded therein) provided by Chordiant to Customer under this Agreement contain any freeware, computer code, or other items or materials that are subject to the GNU General Public License or any other open source license agreement (collectively, “Open Source Code Software”). (vi) Chordiant represents and warrants that the Updates will be consistent with the Documentation provided and shall not reduce the functionality existing within the licensed Software. Chordiant will not seek to remove or materially reduce functionality from an Update by repacking such Updates as ‘new products’ such as to require Customer to acquire such Updates for additional license fees or cost beyond payment of the Support Fees in accordance with the terms of this Agreement and the applicable Order Form.

Additional Warranties. The Major Sub-contractor further warrants, represents and undertakes 15.1 In addition to the Crown warranties contained in clause 8 of the General Terms and Conditions, and save as provided in Schedule 4 of this Annexure A the Supplier furthermore warrants that: (a) the Major Sub-contract to which it and the Contractor are party, has been entered into on Arms Length Terms; (b) it has complied with and fulfilled and shall continue to comply with and fulfil its duties and obligations arising under or by virtue All of the Major Sub-contract; (c) without limiting the other terms of this Deed: (i) it is aware of those terms of the Project Agreement that apply to itGoods or Deliverables, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) it will ensure at and all times that: (A) it shall not by act, do or (to the extent of its obligations under the Major Sub-contract only), by omission fail to do anything that would result goods and materials supplied and used in the Contractor being in breach Services or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor transferred to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreement; (d) there are no documents or agreements in existence or contemplated as at the date of this Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed to the Crown that (in each case) is or wouldBHBW, will: (i) be material free from defect in the context of this Deed design, materials and the other Project Documents to which it is a partyworkmanship; (ii) be, or be likely to be, material in fit for the context of the Project; orpurpose for which they are intended; (iii) have the effect of varying this Deed or any other Project Document, comply with all Applicable Laws and in respect of this Deed or the Project Documents, performance of which guidelines approved by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project Documentrecognised industry body; (eiv) all information provided to not endanger the Crown by health or safety of any person; (v) perform as described in the Major Sub-contractor under this Deed constitutes true, accurate and complete statements Supplier’s specifications (or the specifications of the Major Sub-contractormanufacturer or supplier of such Goods or equipment, as the case may be); and (fvi) not be subject to any right of retention, pledge, hypothecation, lien, cession in entering into security or encumbrance of any nature or any instalment sale or credit agreement in favour of any third party. (b) The Goods will be available for supply at all times for the duration of this Deed Agreement and the other Project Documents Warranty Period and furthermore warrants that neither production nor distribution will be halted. In the event that the Supplier elects to stop production of all or part of the Goods, the Supplier shall inform BHBW of this fact in writing at least one year in advance of the intended date on which it is a partyproduction will be stopped, it relied upon its own investigations and so that BHBW has not relied upon any representation or warranty about its subject matter by:an opportunity to place additional orders. (ic) Where the Crown; orsupplier is not the manufacturer of the Goods, the Supplier shall do all things necessary to procure that the guarantee provided by the manufacturer in respect of the Goods shall be transferred to and operate in favour of BHBW or its Customer, as the case may be. (iid) The supply of the Contractor Goods (including any licence granted) or the rendering of the Services to BHBW will not in any way constitute an infringement of any copyright, trade secret, trademark, patent, invention, proprietary information, or any other person (unless otherwise expressly stated rights, title or interest in the Major Sub-contract)intellectual property rights of any third party.

Additional Warranties. The Major Sub-contractor further warrantsDouglas represents, represents warrants and undertakes covenants to the Crown that: Licensee as follows: (a) ▇▇▇▇▇▇▇ will, and will cause its Affiliates to, remain in compliance with the Major Sub-contract Underlying Agreement and will not without Licensee’s prior written consent, terminate or amend the Underlying Agreement in a manner that adversely affects the rights granted to which it and the Contractor are partyLicensee hereunder, has been entered into on Arms Length Terms;or ▇▇▇▇▇▇▇’ ability to perform its obligations hereunder. (b) it has complied with ▇▇▇▇▇▇▇ will promptly send Licensee copies of all material correspondence to or from Manchester related to the Underlying Agreement. For the purposes of clarity, ▇▇▇▇▇▇▇ (and fulfilled and not Licensee) shall continue to comply with and fulfil its duties and obligations arising under or by virtue be responsible for all of the Major Sub-contract;financial and other obligations of ▇▇▇▇▇▇▇ under the Underlying Agreement, including any and all financial obligations thereunder. (c) without limiting the other terms ▇▇▇▇▇▇▇ will provide prompt notice to Licensee of this Deed: (i) it is aware of those terms any breach or default alleged in writing or request for amendment of the Project Underlying Agreement that apply may adversely affect the rights granted to itLicensee hereunder, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by act, do or (▇▇▇▇▇▇▇’ ability to the extent of perform its obligations hereunder. Upon prior written notice to ▇▇▇▇▇▇▇, Licensee may remedy any such alleged breach or default of ▇▇▇▇▇▇▇ under the Major Sub-contract only)Underlying Agreement, including by omission fail making one or more payments to do anything that would result in Manchester, and if Licensee makes any such payments, then it may credit the Contractor being in breach or being put in breach full amount of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor such payments against any amounts payable to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreement;▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (d) there are no documents or agreements in existence or contemplated as at the date of this Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed With respect to the Crown that Underlying Agreement, as of the Effective Date, (in each casea) is or would: (i) be material in the context of this Deed and the other Project Documents to which it is a party; in full force and effect; (iib) be, neither ▇▇▇▇▇▇▇ nor any of its Affiliates is in breach thereof; (c) neither ▇▇▇▇▇▇▇ nor any of its Affiliates has received any notice of breach or be likely notice of threatened breach thereof; and (d) neither ▇▇▇▇▇▇▇ nor any of its Affiliates has received any notice from Manchester of intent to be, material in reduce the context of the Project; or (iii) have the effect of varying this Deed or any other Project Document, and in respect of this Deed or the Project Documents, performance of which by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project Document;scope thereof. (e) all information ▇▇▇▇▇▇▇ has provided to Licensee as of the Crown by the Major Sub-contractor under this Deed constitutes Effective Date a true, accurate correct and complete statements (with certain financial information redacted) copy of the Major Sub-contractor; andUnderlying Agreement, including any and all amendments, restatements, side letters, and other modifications thereto. (f) in entering into The payments required to be paid by Licensee pursuant to this Deed and Agreement are sufficient to satisfy ▇▇▇▇▇▇▇’ financial obligations under the other Project Documents to which it is a party, it relied upon its own investigations and has not relied upon any representation or warranty about its subject matter by:Underlying Agreement. (ig) ▇▇▇▇▇▇▇ will not enter into any agreement with any third party that is in conflict with the Crown; orrights granted to Licensee under this Agreement and will not take any action that would prevent it from granting the rights granted to Licensee under this Agreement or that would otherwise materially conflict with or adversely affect the rights granted to Licensee under this Agreement. (iih) ▇▇▇▇▇▇▇ has full power and authority to grant licenses under the Contractor or any other person (unless otherwise expressly stated in the Major Sub-contract)Licensed IP to Licensee as contemplated under this Agreement.

Additional Warranties. The Major Sub-contractor further warrants, Supplier represents and undertakes warrants to the Crown Lannett that: (a) the Major Sub-contract It has full right and power to which it enter into this Agreement and the Contractor are partyperform its obligations hereunder in accordance with its terms; ​ Lannett Company, has been entered into on Arms Length Terms;Inc. Distribution Agreement ‌ ​ (b) it has complied with All Product and fulfilled all components and shall continue to comply with ingredients thereof will be manufactured and fulfil its duties delivered in strict compliance with: (i) the specifications therefor; (ii) the terms of this Agreement and obligations arising under or by virtue the Quality Agreement; (iii) all Applicable Laws, including, but not limited to, the provisions of the Major Sub-contractFD&C Act, and current Good Manufacturing Practices (“cGMPs”); and (iv) all of Supplier’s quality control procedures and associated test methods for such Product; (c) without limiting the other terms of this Deed: (i) it is aware of those terms of the Project Agreement No Product will include any components or ingredients that apply would cause such Product to it, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by act, do or (degrade prior to the extent expiration of its obligations under the Major Subsuch Product’s designated shelf-contract only), by omission fail to do anything that would result in the Contractor being in breach or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreementlife; (d) there are no documents or agreements Supplier will not deviate from manufacturing any Product in existence or contemplated as at accordance with the date terms of this Deed to which Agreement without the Major Sub-contractor is or would be prior written consent of a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context duly authorized representative of this Deed and the other Project Documents to which it is a party; (ii) be, or be likely to be, material in the context of the Project; or (iii) have the effect of varying this Deed or any other Project Document, and in respect of this Deed or the Project Documents, performance of which by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project DocumentLannett; (e) all information provided All manufacturing, packaging and testing procedures utilized with respect to Product have been or will be validated under the Crown by FD&C Act; (f) Neither the Major Sub-contractor under this Deed constitutes truemanufacture nor the sale of any Product will infringe or violate any patents, accurate and complete statements trademarks, copyrights, trade secrets or other Intellectual Property Rights of the Major Sub-contractorany third party; and (fg) Neither Supplier, nor any of its Affiliates, nor, to the best of Supplier’s knowledge, any of their respective employees, have been “debarred” or suspended by the FDA, or subject to a similar sanction from any regulatory authority in entering into this Deed and the other Project Documents to which it is a party, it relied upon its own investigations and has not relied upon any representation or warranty about its subject matter by: (i) the Crown; or (ii) the Contractor Territory or any other person (unless otherwise expressly stated jurisdiction outside the Territory, nor have debarment proceedings against Supplier, any of its Affiliates, or any of their respective employees been commenced. Supplier shall not, in the Major Sub-contract)performance of its obligations, under this Agreement use the services of any person so “debarred” or suspended.

Additional Warranties. The Major Sub-contractor further warrantsLessor hereby undertakes for the Subject of the Lease to be the absolute property of the Lessor. The Lessor also undertakes not to sell, transfer or otherwise dispose of the Subject of the Lease or any other parts of the Enterprise or encumber the Subject of the Lease or any such other parts of the Enterprise. The Lessor represents and undertakes warrants for the benefit of the Lessee that: the entry into and performance hereof by the Lessor, and the transactions envisaged by this Agreement are not and shall not be contrary to any law or regulation applicable to the Crown that: (a) the Major Sub-contract to which it Lessor and the Contractor are partyPlant Company, has been entered into on Arms Length Terms; (b) nor with any statutory documents of the Lessor and the Plant Company or any agreement or document binding upon the Lessor or the Plant Company or any of its assets; it has complied with the power and fulfilled authority to enter into, execute and shall continue fulfill, and has taken all necessary action to comply with authorize entry into, execution and fulfillment of this Agreement and the transactions contemplated hereby; the obligations it assumed under this Agreement are its legal, valid, binding and enforceable obligations; all authorizations and any other acts, conditions or items required or desirable for the Lessor to lawfully enter into this Agreement, exercise its rights and fulfil its duties obligations under this Agreement and obligations arising under for this Agreement to be admissible as evidence in Montenegro have been obtained, effected, done, fulfilled or by virtue of the Major Sub-contract; (c) without limiting the other terms of executed and are in full force and effect; in any proceeding being conducted in Montenegro in relation to this Deed: (i) it is aware of those terms of the Project Agreement that apply to itAgreement, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by act, do be entitled to claim for itself or (to the extent any of its obligations under the Major Sub-contract only)assets immunity against suit, by omission fail to do anything that would result in the Contractor being in breach or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreement; (d) there are no documents or agreements in existence or contemplated as at the date of this Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context of this Deed and the other Project Documents to which it is a party; (ii) beexecution, or be likely to be, material in the context of the Project; or (iii) have the effect of varying this Deed attachment or any other Project Document, and in respect of this Deed or the Project Documents, performance of which by the Major Sub-contractor would have a material adverse effect on the ability legal process; Pursuant to article 639 paragraph of the Major Sub-contractor to perform Law on Contract and observe its obligations under any this Deed or any other Project Document; (e) all information provided to the Crown by the Major Sub-contractor under this Deed constitutes trueTorts of Montenegro, accurate and complete statements of the Major Sub-contractor; and (f) in entering into this Deed and the other Project Documents to which it is a party, it relied upon its own investigations and has necessary for this Agreement to be certified with the competent authority. shall not relied upon be subject to any representation bankruptcy or warranty about its subject matter by: (i) the Crown; or (ii) the Contractor or any other person (unless otherwise expressly stated in the Major Sub-contract)insolvency proceedings.

Additional Warranties. The Major Sub-contractor further warrants, Supplier represents and undertakes warrants to the Crown Lannett that: (a) the Major Sub-contract It has full right and power to which it enter into this Agreement and the Contractor are party, has been entered into on Arms Length Termsperform its obligations hereunder in accordance with its terms; (b) it has complied with All Products and fulfilled all components and shall continue to comply with ingredients thereof will be manufactured and fulfil its duties delivered in strict compliance with: (i) the specifications therefor; (ii) the terms of this Agreement and obligations arising under or by virtue the Quality Agreement; (iii) all Applicable Laws, including, but not limited to, the provisions of the Major Sub-contractFD&C Act, and current Good Manufacturing Practices (“cGMPs”); and (iv) all of Supplier’s quality control procedures and associated test methods for such Products; (c) without limiting the other terms of this Deed: (i) it is aware of those terms of the Project Agreement No Products will include any components or ingredients that apply would cause such Products to it, in its capacity as a Major Sub-contractor or as a Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by act, do or (degrade prior to the extent expiration of its obligations under the Major Subsuch Products’s designated shelf-contract only), by omission fail to do anything that would result in the Contractor being in breach or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor to facilitate (and will not impede or frustrate) the Contractor’s compliance with its obligations under the Project Agreementlife; (d) there are no documents or agreements Supplier will not deviate from manufacturing any Product in existence or contemplated as at accordance with the date terms of this Deed to which Agreement without the Major Sub-contractor is or would be prior written consent of a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context duly authorized representative of this Deed and the other Project Documents to which it is a party; (ii) be, or be likely to be, material in the context of the Project; or (iii) have the effect of varying this Deed or any other Project Document, and in respect of this Deed or the Project Documents, performance of which by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under any this Deed or any other Project DocumentLannett; (e) all information provided All manufacturing, packaging and testing procedures utilized with respect to Products have been or will be validated under the Crown by FD&C Act; (f) Neither the Major Sub-contractor under this Deed constitutes truemanufacture nor the sale of any Product will infringe or violate any patents, accurate and complete statements trademarks, copyrights, trade secrets or other Intellectual Property Rights of the Major Sub-contractorany third party; and (fg) Neither Supplier, nor any of its Affiliates, nor, to the best of Supplier’s knowledge, any of their respective employees, have been “debarred” or suspended by the FDA, or subject to a similar sanction from any regulatory authority in entering into this Deed and the other Project Documents to which it is a party, it relied upon its own investigations and has not relied upon any representation or warranty about its subject matter by: (i) the Crown; or (ii) the Contractor Territory or any other person (unless otherwise expressly stated jurisdiction outside the Territory, nor have debarment proceedings against Supplier, any of its Affiliates, or any of their respective employees been commenced. Supplier shall not, in the Major Sub-contract)performance of its obligations, under this Agreement use the services of any person so “debarred” or suspended.

Additional Warranties. The Major Sub-contractor further warrants, (a) Supplier represents and undertakes warrants to the Crown thatSeagate as follows: (a1) Supplier is a corporation duly organized, validly existing and in good standing under the Major Sub-contract to laws of the jurisdiction in which it was organized, (ii) Supplier has the right, power and authority to enter into and perform its obligations under this Agreement, and (iii) Supplier owns or has acquired and shall maintain all necessary rights, power, and authority to provide Product contemplated herein. (2) The execution and delivery of this Agreement and the Contractor are partyperformance hereunder by Supplier does not and will not violate, has been entered into on Arms Length Terms; (b) it has complied conflict with and fulfilled and shall continue to comply with and fulfil its duties and obligations arising or constitute a breach of or default under or by virtue of the Major Sub-contract; (c) without limiting the other terms of this Deed: (i) it is aware of those terms of the Project Agreement that apply require any consent pursuant to any law, rule or regulation presently applicable to it, in its capacity as a Major Sub-contractor articles of incorporation, bylaws or as a Contractor Related Person; and (ii) it will ensure at all times that: (A) it shall not by actother governing instruments, do any order, decree, judgment or (to the extent award of its obligations under the Major Sub-contract only)any court, by omission fail to do anything that would result in the Contractor being in breach regulatory body or being put in breach of its obligations under the Project Agreement; and (B) it will co-operate and assist the Crown and/or the Contractor to facilitate (and will not impede other tribunal, or frustrate) the Contractor’s compliance with its obligations under the Project Agreement; (d) there are no documents any agreement, instrument or agreements in existence or contemplated as at the date of this Deed to which the Major Sub-contractor is or would be a party that have not been or will not be disclosed to the Crown that (in each case) is or would: (i) be material in the context of this Deed and the other Project Documents undertaking to which it is a party or by which it or any of its property is bound. (3) There is no threatened (to Supplier’s knowledge) or pending litigation relating to the Product and there is no actual or threatened (to Supplier’s knowledge) claim against Supplier alleging the violation, infringement, or misappropriation of any third party;’s rights relating to the Product. (b) Seagate represents and warrants to Supplier as follows: (1) Seagate is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, and (ii) beSeagate has the right, or be likely power and authority to be, material in the context of the Project; or (iii) have the effect of varying this Deed or any other Project Document, enter into and in respect of this Deed or the Project Documents, performance of which by the Major Sub-contractor would have a material adverse effect on the ability of the Major Sub-contractor to perform and observe its obligations under this Agreement. (2) The execution and delivery of this Agreement and the performance hereunder by Seagate does not and will not violate, conflict with or constitute a breach of or default under or require any this Deed consent pursuant to any law, rule or regulation presently applicable to it, its articles of incorporation, bylaws or other governing instruments, any order, decree, judgment or award of any court, regulatory body or other tribunal, or any other Project Document; (e) all information provided to the Crown by the Major Sub-contractor under this Deed constitutes trueagreement, accurate and complete statements of the Major Sub-contractor; and (f) in entering into this Deed and the other Project Documents instrument or undertaking to which it is a party, party or by which it relied upon its own investigations and has not relied upon any representation or warranty about its subject matter by: (i) the Crown; or (ii) the Contractor or any other person (unless otherwise expressly stated in the Major Sub-contract)of its property is bound.