Common use of Representations and Warranties of Distributor Clause in Contracts

Representations and Warranties of Distributor. To induce ▇▇▇▇ to enter into this Agreement, Distributor represents and warrants to ▇▇▇▇ that Distributor: (i) is a legal entity duly organized and existing under the laws of the State of Delaware, and has full power, authority, and legal right to perform and observe the terms and conditions of this Agreement; (ii) at its sole expense, has obtained and throughout the Term will maintain all governmental and statutory permits, licenses, approvals (not including the Regulatory Approvals set forth in Article IV(D)), registrations and certificates and shall satisfy all governmental and other statutory requirements necessary for the importation, transport, sale, marketing, advertising, promotion and distribution of the Product in the Field within those countries in the Territory where Distributor shall distribute the Product (collectively “Governmental Approvals”); (iii) shall register itself in those countries within the Territory as ▇▇▇▇’▇ distributor if required by law in such countries; (iv) shall satisfy and comply with, and shall cause its agents, employees, contractors and sub-distributors to comply with, all Governmental Approvals and all laws, rules and regulations of each country within the Territory where Distributor distributes Product; (v) shall not incur any liability on behalf of ▇▇▇▇ or attempt to pledge ▇▇▇▇’▇ credit, or describe or represent itself as ▇▇▇▇’▇ agent or legal representative; and (vi) shall not intervene or instigate any intervention with ▇▇▇▇’▇ authority to appoint other distributors within the Territory as provided in this Agreement.

Representations and Warranties of Distributor. A. To induce ▇▇▇▇ Cook to enter into this Agreement, Distributor represents and warrants to ▇▇▇▇ Cook that Distributor: (i) is a legal entity duly organized and existing under the laws of the State of Delaware, and has full power, authority, and legal right to perform and observe the terms and conditions of this Agreement; (ii) at its sole expense, has obtained and throughout the Term will maintain all governmental and statutory permits, licenses, approvals (not including except for the Regulatory Approvals set forth in Article IV(D)IV(B), registrations and certificates and shall satisfy all governmental and other statutory requirements necessary for in connection with the importation, transport, sale, marketing, advertising, promotion and distribution of the Product in the Field within those countries in the Territory where Distributor shall distribute the Product (collectively “Governmental Approvals”); (iii) shall register itself in those countries within the Territory as ▇▇▇▇’▇ distributor if in those countries where such registration is required by law in such countriesconnection with the performance of this Agreement; (iv) at its sole expense, shall satisfy and comply with, and shall cause its agents, employees, contractors and sub-distributors to comply with, all Governmental Approvals and all laws, rules and regulations of each country within the Territory where Distributor distributes Product; (v) shall not incur any liability on behalf of ▇▇▇▇ or attempt to pledge ▇▇▇▇’▇ credit, or describe or represent itself as ▇▇▇▇’▇ agent or legal representative; and; (vi) shall not intervene or instigate any intervention with ▇▇▇▇’▇ authority to appoint other distributors to the extent permitted by this Agreement, it being understood that this provision does not preclude Distributor from taking appropriate actions to protect its exclusivity within the Territory Field; (vii) shall not under any circumstances directly or indirectly promote or solicit the sale of Products for use outside of the Field: (viii) shall not directly or indirectly use any payments, discounts, or other benefits received from Cook or any proceeds derived from the sale or distribution of Product to make any payment or political contribution to an agent, employee, or representative of any government, governmental agency, or other organization directly or indirectly owned or controlled by any government, or any payment to an agent, employee, or representative of a customer of Product; (ix) shall not make any warranty with respect to the performance or efficacy of any Product other than to refer to the manufacturer’s warranties under Article VI; and (x) shall not directly or indirectly promote, solicit, handle, or engage in the manufacturing, importing, or sale or distribution of products that are similar in kind, character or use to any Product then manufactured by Cook that has applicability in the Field, so long as provided the Product manufactured by Cook is competitive in this Agreementterms of quality, price and availability.