PREJUDICE ANY OTHER RIGHT OR REMEDY OF EITHER PARTY IN RESPECT OF THE DEFAULT
CONCERNED OR ANY OTHER DEFAULT.
4.
REPRESENTATIONS AND WARRANTIES OF CFC.
CFC hereby represents and warrants to ABNH as follows:
(A)
THAT IT HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO PERFORM FULLY ITS OBLIGATIONS HEREUNDER. THE
EXECUTION AND DELIVERY BY CFC OF THIS AGREEMENT AND THE PERFORMANCE BY CFC OF
ITS OBLIGATIONS HEREUNDER HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF CFC. THIS AGREEMENT HAS BEEN DULY EXECUTED BY
CFC, AND THIS AGREEMENT IS A LEGAL, VALID AND BINDING OBLIGATION OF CFC
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS (EXCEPT AS THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY ANY APPLICABLE BANKRUPTCY, INSOLVENCY
OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY GENERAL PRINCIPLES OF
EQUITY, REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN EQUITY OR AT
LAW).
(B)
THAT THE HOLOMAG FOILS WILL BE MANUFACTURED BY CFC IN ACCORDANCE
WITH SPECIFICATIONS SET FORTH ON SCHEDULE A, AS SUCH SCHEDULE A MAY BE AMENDED
FROM TIME TO TIME BY MUTUAL AGREEMENT OF THE PARTIES. CFC AGREES TO REPLACE AT
ITS OWN EXPENSE ANY HOLOMAG FOILS THAT ARE SUPPLIED TO ABNH WHICH ARE NOT IN
CONFORMANCE WITH THE SPECIFICATIONS SET FORTH ON SCHEDULE A.
(C)
THAT THE HOLOMAG FOILS WILL NOT BE MANUFACTURED OR SOLD OR PRICED
IN VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW AND THAT CFC HAS COMPLIED WITH
AND WILL CONTINUE TO COMPLY WITH ALL LAWS AND CONFORM TO ALL REQUIREMENTS OF
EACH APPLICABLE GOVERNMENTAL AUTHORITY WITH RESPECT TO THE SUPPLY OF THE ORDERED
HOLOMAG FOILS, INCLUDING THOSE CONCERNING THE PACKAGING, STORAGE, SHIPMENT AND
EXPORTATION OF ALL OR ANY PART THEREOF, AND WILL ENSURE THAT NO CHEMICAL
SUBSTANCE DELIVERED TO ABNH IS ON THE LIST OF PROHIBITED SUBSTANCES DESCRIBED IN
ANY APPLICABLE ENVIRONMENTAL LAWS. CFC WILL OBTAIN ALL FEDERAL, PROVINCIAL,
STATE, MUNICIPAL AND OTHER GOVERNMENT OR REGULATORY LICENSES, PERMITS OR OTHER
DOCUMENTS OR PERMISSIONS THAT ARE REQUIRED AND THAT ARE INCIDENTAL TO THE SALE
OR SHIPMENT OF THE ORDERED MATERIALS OR ITEMS TO ABNH.
(D)
THAT THE HOLOMAG FOILS, AS MANUFACTURED IN ACCORDANCE WITH THE
SPECIFICATIONS SET FORTH ON SCHEDULE A, ARE FIT FOR USE AS HOLOGRAPHIC MAGNETIC
FOILS TO BE USED FOR THE APPLICATIONS CONTEMPLATED BY THIS AGREEMENT AS LONG AS
THE FOILS ARE APPLIED IN ACCORDANCE WITH CFC'S TECHNICAL SPECIFICATIONS.
3
THAT CFC WILL OWN, OR WILL HAVE THE FULL RIGHT TO USE ALL INTELLECTUAL PROPERTY
RIGHTS AND TECHNOLOGY WHICH WILL BE USED OR PRACTICED IN ORDER FOR CFC TO
MANUFACTURE AND SELL THE HOLOMAG FOILS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AND THAT THE MANUFACTURE, SALE AND USE OF THE HOLOMAG FOILS
AS CONTEMPLATED HEREBY SHALL IN NO WAY INFRINGE UPON THE INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY. ABNH HAS AUTHORITY TO GRANT CFC THE RIGHT TO
MANUFACTURE HOLOMAG FOILS ON BEHALF OF ABNH IN ACCORDANCE WITH THIS AGREEMENT.
5.
REPRESENTATIONS AND