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against, affecting or involving any of its business or assets that would affect its ability to <br /> carry out the transactions contemplated herein; and <br /> (� Neither the execution and delivery of this Agreement by such Party nor the <br /> performance by such Party of any of its obligations under this Agreement conflicts with <br /> or will result in a breach or default under any agreement or obligation to which such <br /> Party is a party or by which such Party is bound. <br /> 8.2 Owner's Warranties. Owner represents and warrants the following: <br /> (a) Qualitv of Services. The Power Effciency Services will be performed in a <br /> diligent and professional manner, in accordance with the highest industry standards by <br /> qualified workers experienced in performing the type of work specified herein. <br /> (b) In Accordance with the A�reement. The Power Effciency Services shall <br /> be performed strictly in accordance with the requirements of the Agreement. <br /> (c) In Accordance with the Law. The Power Efficiency Services shall be <br /> performed strictly in accordance with all applicable laws, statutes, rules, regulations and <br /> ordinances for the Premises(if any). <br /> (d) Licenses and Permits. Owner is licensed, if required by law, and bonded in <br /> the State in which and Power Effciency Services are to be performed. Owner has and <br /> shall maintain all necessary permits and certifications required by any governmental <br /> authority to perform the Power Efficiency Services; such licenses, permits, governmental <br /> approvals and certifications will be maintained current and valid throughout the Term <br /> hereof. <br /> (e) Intellectual Propertv. Owner is the lawful owner or licensee of all <br /> intellectual property used by Owner in the performance of the Power Efficiency Services. <br /> With respect to any application or hosted software that Owner uses in performing the <br /> Power Effciency Services ("Software"), Owner warrants that: (a) Owner is the lawful <br /> owner or licensee of all Software and has the right to license Host to use it; (b) all <br /> Software is free of any defect and computer virus and will function in accordance with its <br /> specifications; and (c) all Software that is to be delivered to or used by Host complies <br /> with Host's system development methodology and security requirements. <br /> (fl Third Partv. The Power Efficiency Services will not violate or in any way <br /> infringe upon the rights of third parties, including proprietary information and non- <br /> disclosure rights, or any trademark, copyright or patent rights. <br /> 9. TAXES AND GOVERNMENTAL FEES. <br /> Owner shall be responsible for paying and remitting all income, gross receipts, ad <br /> valorem, personal property or real property or other similar taxes and any and all <br /> franchise fees or similar fees assessed by a governmental authority against it due to its <br /> ownership of the System. If a tax is imposed upon Host related to the improvement of <br /> ATTY/AGR/2014.021/POWER EFFICIENCY CHARGING SITE <br /> REV:02-24-14 MLG <br /> Page 10 of 21 <br />