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Company Representations and Warranties.
Company represents and warrants to Provider and Norman that, as of the date hereof:
(a) Organization and Capitalization, The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware with the power and authority to own its assets and operate its business.
(b) Authority. The Company has full legal right, power and authority to enter into and perform its obligations under this Agreement This Agreement has been duly authorized by all necessary corporate action on the part of the Company and, assuming due authorization, execution and delivery hereof by Provider, constitutes the binding and enforceable obligation of the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws (as defined below) affecting the enforcement of creditors rights generally and general principles of equity. The Products shall at all times be designed, developed, manufactured, distributed, advertised, labeled, tested, marketed, promoted, offered for sale, sold, and otherwise exploited in accordance with all applicable Laws.
(c) No Conflict. The execution and delivery of this Agreement by the Company, the performance by it of the covenants and obligations contemplated hereunder, and the consummation by it of the transactions described hereunder, are not in violation or breach of, do not and will not (with or without the passage of time or the giving of notice) conflict with or constitute a default under, and will not accelerate or permit the acceleration of the performance required by, any of the terms or provisions of the Companys organizational documents or any material contract to which the Company or any subsidiary is a party or by which the Company, any subsidiary or any of its or their assets is bound, or under any law or governmental order applicable to the Company or any subsidiary, and do not require consent or approval from any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a Person). There is no pending or threatened litigation which may affect Companys ability to fully perform its obligations herein.
(d) Compliance with Laws. Company and each of Companys parents, subsidiaries and affiliated companies (collectively, Company Parties) shall comply with and act in accordance with (i) any and all applicable laws and other legal obligations including, without limitation, local, state, federal and international directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, guides, judgments and civil or common law; (ii) conventions and treaties to which any country, region and/or portion of the United States, and any legal subdivisions thereof, is a party; and (iii) industry and trade-association standards, rules or regulations (all of the foregoing in sub-sections (i), (ii) and (iii) are, individually and collectively, Laws).
(e) Products. The Products and all advertising and promotional efforts by Company (including, as applicable, its designees) shall be of high quality in design, material, workmanship, and execution. No injurious, deleterious or defamatory material, writing or images shall be used in connection with the Products, Normans endorsement of the Products or the results