Common use of Representations and Warranties by ▇▇▇▇▇▇ Clause in Contracts

Representations and Warranties by ▇▇▇▇▇▇. The following representations, warranties, and covenants are made by Ibotta to Walmart from the Effective Date of this Agreement and will survive the termination or expiration of this Agreement: (a) Ibotta is a Delaware corporation validly existing and in good standing under the laws of Delaware with the power to own its properties and assets, to carry on its business as it is currently being conducted and to provide the Service. (b) Ibotta has all the authority and power necessary to execute, deliver, and perform its obligations under this Agreement without the need to obtain the consent of any person or entity. (c) Neither the execution, delivery, nor performance of this Agreement will be, or result in, a breach or contravention of any other material contract, obligation or agreement of Ibotta. (d) This Agreement constitutes Ibotta’s valid and binding obligation, enforceable in accordance with its terms, except as enforceability is limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law. (e) Ibotta’s execution of this Agreement and performance of its obligations under this Agreement do not (i) violate any provision of its articles of incorporation or by-laws as currently in effect, (ii) constitute a material default under any material contract to which it is a party or to which any of its material assets are bound; (iii) constitute an event that would, with notice or lapse of time, or both, result in a default as described in (ii) above; or (iv) violate any law currently in effect to which it is subject. (f) Ibotta has obtained and shall maintain all requisite licenses, permits, registrations and authorizations from any governmental authority that are required by law or that are necessary to provide and perform its obligation with respect to the Service. (g) Ibotta is and shall be in compliance with all laws that relate to the Service. (h) The Service and any software, programs, processes, technology or other intellectual property used to provide, or used in connection with, the Service do not and will not infringe upon the intellectual property rights of any person or entity. (i) Ibotta will (i) comply with all applicable laws enforced by OFAC, including any laws relating to the SDN List; (ii) prevent any person or entity that is the target of economic sanctions or trade embargoes enforced by OFAC, that is on the SDN List, or that is owned or controlled in whole or in part by a person or entity on the SDN List, from participating in the Service or others engaging in business transactions with Ibotta; and (iii) prevent any person or entity acting, directly or indirectly on behalf of a foreign government that is the target of any OFAC sanctions or regulations from participating in the Service or otherwise engaging in business transactions with Ibotta. (j) The employment and business practices of Ibotta comply with all applicable laws, including but not limited to laws relating to documentation requirements of employment authorization of employees and other persons performing work contemplated by this Agreement. (k) Ibotta represents, warrants and covenants that it materially complies with and will materially comply with the requirements of the Walmart Information Security Addendum attached to this Agreement as Appendix 3.