Common use of Additional Warranties and Representations Clause in Contracts

Additional Warranties and Representations. Guarantor warrants and represents to CDF that: (a) Guarantor has good title to all Collateral; (b) CDF's security interest in the Collateral financed by CDF for Dealer or Guarantor is not now and will not become subordinate to the security interest or claim of any person; (c) Guarantor will execute all documents CDF requests to perfect and maintain CDF's security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF immediately upon each request, and CDF may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF for Dealer or Guarantor; (e) Guarantor will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires; (f) Guarantor has the right and is duly authorized to enter into this Guaranty; (g) Guarantor's execution of this Guaranty does not, and will not, constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes bound; (h) there are and will be no actions or proceedings pending or threatened against Guarantor which might result in any material adverse change in Guarantor's financial or business condition; (i) Guarantor will maintain the Collateral in good condition; (j) Guarantor has duly filed and will duly file all tax returns required by law, and will pay when due all taxes, levies, assessments and governmental charges;

Additional Warranties and Representations. Guarantor EST represents and warrants to TTGL: (i) Except to the extent set forth in Section 5.5(ii), EST has all of the rights in and represents to CDF that: the BTR System; (aii) Guarantor EST has good title granted a limited license ("Limited License") to all Collateral; CompuMark/▇▇▇▇▇▇▇▇ to use and distribute the BTR System within the Patent/Trademark sector of the Intellectual Property Right market (bA copy of said Limited License is attached hereto Exhibit "D"); (iii) CDF's security interest in this Agreement, copy of which has been provided to CompuMark/▇▇▇▇▇▇▇▇, does not give rise to any claims by CompuMark/▇▇▇▇▇▇▇▇ against EST for any violation or breach of any obligation that EST may have to CompuMark/▇▇▇▇▇▇▇▇ and does not give rise to any claims by CompuMark/▇▇▇▇▇▇▇▇ against TTGL (A copy of a letter from an Authorized Representative of CompuMark/▇▇▇▇▇▇▇▇ reflecting the Collateral financed by CDF for Dealer accuracy of the substance of this Section 5.5(iii) is attached hereto as Exhibit "E"); (iv) to the best of its knowledge, EST warrants to TTGL (i) that each Application and Manual will not violate or Guarantor infringe any patent, copyright, trademark, service ▇▇▇▇, right of privacy or other right, will not contain any libelous or defamatory material or any material which EST is not now duly authorized to use, and will not become subordinate misuse or misappropriate any trade secret or confidential information, (ii) that any approvals or permissions required in connection with the production, manufacture, use or exploitation of each Application and Manual have been obtained or will have been obtained prior to the security interest initial submission to TTGL and will be and will remain in effect during the License Term with respect to the applicable Application and Manual (but this warranty does not apply to any permission required with respect to a computer operating system or claim of any person; programming utility, which permission TTGL is required to obtain), (ciii) Guarantor that EST has the right, power and authority to grant to TTGL the rights it has granted under this Agreement, (iv) that the Applications and Manuals will execute all documents CDF requests to perfect be original and maintain CDF's security interest none will be in the Collateralpublic domain, (v) that each of the Applications and Manuals will be entitled to copyright and to the protections afforded such materials by copyright law and (vi) that each Application will operate properly on the Computer for which it is designed, will be free from defects, will not cause damage to the Computers for which it is designed or to any data stored in those Computers, and will cause conform to the description thereof and will operate in accordance with the instructions and specifications therefor contained in the Manual; (v) EST will use its best efforts to insure the Identified Applications and the Additional Applications will conform to the description thereof and will operate in accordance with the Program Development Term Sheets; (vi) there is no litigation or claim pending or threatened with respect to the BTR System; (vii) the execution, delivery and performance of this Agreement has been duly authorized by EST's board of directors. EST has all third parties requisite capacity, power and authority to execute and deliver this Agreement and each other agreement, document instrument or certificate contemplated by this Agreement or to be executed in possession connection with the consummation of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF immediately upon each requestthe transactions contemplated by this Agreement, and CDF may retainto perform fully its obligations hereunder and thereunder. This Agreement has been duly and validly authorized, each Certificate executed and delivered by EST and this Agreement constitutes legal, valid and binding obligations of Title EST, enforceable against EST regardless of whether enforcement is sought in a proceeding at law or Statement in equity. (viii) TTGL alone will have the Exclusive License throughout the world to the Identified Applications and Additional Applications and the sole right to apply for patents, copyrights, trademarks, service marks and other rights with respect to the Identified Applications, Additional Applications and Manuals during the License Term. (ix) The representations and warranties of Origin issued for Collateral financed by CDF for Dealer or Guarantor; (e) Guarantor EST will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires; (f) Guarantor has the right and is duly authorized to enter into survive this Guaranty; (g) Guarantor's execution of this Guaranty does not, Agreement. EST will indemnify TTGL against any liability and will nothold TTGL harmless from and pay any loss, constitute damage, cost and expense (including, without limitation, legal fees, court costs and the cost of appellate proceedings) which TTGL incurs arising out of a breach of any law of said representations and warranties or agreement to which Guarantor is now or hereafter becomes bound; (h) there are and will be no actions or proceedings pending or threatened any claim against Guarantor which might TTGL alleging facts which, if true, would result in a breach of any material adverse change in Guarantor's financial or business condition; said representations and warranties. (ix) Guarantor will maintain the Collateral in good condition; (j) Guarantor has duly filed The representations and will duly file all tax returns required by lawwarranties, obligations under this Agreement and any obligations of indemnity of EST shall be assignable, and will pay when due all taxesshall be binding upon EST and its successors, leviesheirs, assessments executors, administrators and governmental charges;legal representatives and inure to the benefit of TTGL's successors and assigns. (xi) EST shall not use the BTR System for translation projects competitive with any Application as defined herein, currently, or which from time to time may be, produced, distributed or marketed by TTGL or any affiliated entity without prior written approval from TTGL.

Additional Warranties and Representations. Guarantor warrants and represents to CDF thatAgent that the following (i) are true, correct and complete on and as of the Closing Date and (ii) after the Closing Date are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of any Borrowing of any Loan or Issuance of any Letter of Credit, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and such representations and warranties shall survive the execution and delivery of this Agreement: (a) Guarantor has good title to all Collateral; (b) CDF's Agent’s security interest in the Collateral financed by CDF for Dealer or Guarantor is not now and will not become subordinate to the security interest or claim of any personother Person; (c) Guarantor will execute all documents CDF requests to perfect and maintain CDF's security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF immediately upon each request, and CDF may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF for Dealer or Guarantor; (e) Guarantor will at all times be is duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires, except where the failure to do so could not reasonably be expected to have a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Guarantor and its Subsidiaries taken as a whole or the validity or enforceability of this Guaranty or the rights or remedies of the Agent hereunder; (fd) Guarantor has the right and is duly authorized to enter into this Guaranty; (ge) Guarantor's ’s execution of this Guaranty does not, and will not, not constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes boundbound and which could reasonably be expected to have a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Guarantor and its Subsidiaries taken as a whole or the validity or enforceability of this Guaranty or the rights or remedies of the Agent hereunder; (hf) there are and will be no actions or proceedings pending or to the knowledge of any Responsible Officer of the Guarantor, threatened against Guarantor which might result in any could reasonably be expected to have a material adverse change in Guarantor's effect on the business, operations, property or condition (financial or business conditionotherwise) of the Guarantor and its Subsidiaries taken as a whole, or the validity or enforceability of this Guaranty or the rights or remedies of the Agent hereunder; (i) Guarantor will maintain the Collateral in good condition; (jg) Guarantor has duly filed and will duly file all tax returns required by law, and will pay when due all taxes, levies, assessments and governmental charges;, in each case, except for those taxes, levies, assessments and governmental charges which are now or hereafter being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the Guarantor in accordance with GAAP; and (h) Guarantor will provide to the Agent a copy of any subsequent amendments to the Certificate of Incorporation of the Guarantor promptly following filing therewith with the appropriate Governmental Authority.

Additional Warranties and Representations. Guarantor warrants and represents to CDF DFS that: (a) Guarantor has good title to all Collateral; (b) CDF's DFS' security interest in the Collateral financed by CDF DFS for Dealer or Guarantor is not now and will not become subordinate to the security interest interest, lien, encumbrance or claim of any person, other than the security interest granted to Deutsche Financial Services Corporation; (c) Guarantor will execute all documents CDF DFS requests to perfect and maintain CDF's DFS' security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF DFS immediately upon each request, and CDF DFS may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF DFS for Dealer or Guarantor; (e) Guarantor will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction state, county, or parish, in which the nature of its business or property so requires; (f) Guarantor has the right and is duly authorized to enter into this Guaranty; (g) Guarantor's execution of this Guaranty does not, and will not, not constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes bound; (h) there are and will be no actions or proceedings pending or threatened against Guarantor which might result in any material adverse change in Guarantor's financial or business conditioncondition or which might in any way adversely affect any of Guarantor's assets; (i) Guarantor will maintain the Collateral in good conditioncondition and repair; (j) Guarantor has duly filed and will duly file all tax returns required by law, ; (k) Guarantor has paid and will pay when due all taxes, levies, assessments and governmental charges;charges of any nature; (l) Guarantor will keep and maintain all of its books and records pertaining to the Collateral at its principal place of business designated below; (m) Guarantor will promptly supply DFS with such information concerning it as DFS hereafter may reasonably request; (n) all Collateral will be kept at Dealer's principal place of business or Guarantor's place of business listed below, and such other locations, if any, of which Dealer or Guarantor has notified DFS in writing or as listed on any current or future Exhibit "A" attached to any Agreement for Wholesale Financing or security agreement between Dealer and DFS or this Guaranty which written notice(s) to DFS and Exhibit A(s) are incorporated herein by reference; (o) Guarantor will give DFS thirty (30) days prior written notice of any change in Guarantor's identity, name, form of business organization, ownership, management, principal place of business, Collateral locations or other business locations, and before moving any books and records to any other location; (p) Guarantor will observe and perform all matters required by any lease, license, concession or franchise forming part of the Collateral in order to maintain all the rights of DFS thereunder; (q) Guarantor will advise DFS of the commencement of material legal proceedings against Dealer or Guarantor; and (r) Guarantor will comply with all applicable laws and will conduct its business in a manner which preserves and protects the Collateral and the earnings and incomes thereof.