Buyer shall make an advance payment to Seller in the amount of ​ (the “Advance Payment”) to enable Seller to purchase goods, materials and/or services, and to expand its manufacturing facility required for Seller’s manufacture of the Components. Upon execution of this Agreement by both Parties, Seller shall provide Buyer with an invoice for the Advance Payment. Provided that Seller is in compliance with all terms of this Agreement, Buyer shall pay such Advance Payment to Seller within [...​...] of receipt of Seller’s invoice for the Advance Payment.

Product Warranty. ​ warrants to ​ (the “Product Warranty”) that:

No Warranty. In executing and delivering this Lease, Tenant has not relied on any representations, including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto.

Software Warranty. The Contractor shall deliver Software owned by Contractor or Subcontractors (including any Software Corrections and Software Upgrades) and use commercially reasonable efforts to deliver third party Software free of defects, programming errors, bugs, and material defects in manufacturing and workmanship. The Contractor shall use commercially reasonable efforts to incorporate, deliver and/or use Software developed using generally understood and recognized tools, scripts and framework, and open interface specifications, such that all significant items of Software and Software Corrections and Software Upgrades constituting Deliverable Items, including all Software installed on Customer Satellites, controlling Customer Satellites from the ground, or used in connection with the Customer Satellites, can be reasonably maintained, supported, upgraded, and modified from the ground by Customer or a Customer Permitted Sublicensee (as defined in Article14.1.6 below).

Limited Warranty. OTHER THAN THE WARRANTIES EXPRESSLY STATED ABOVE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THE LICENSED SOFTWARE, THE DOCUMENTATION OR THE MAINTENANCE SERVICES COVERED BY THIS OEM AGREEMENT, AND KX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KX DOES NOT WARRANT AND HEREBY DISCLAIMS ANY IMPLIED WARRANTY THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.

No Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN PARTICULAR, BUT WITHOUT LIMITATION, MERCK MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY CONCERNING WHETHER THE LICENSED COMPOUND OR LICENSED PRODUCT IS FIT FOR ANY PARTICULAR PURPOSE OR SAFE FOR HUMAN CONSUMPTION.

Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that # neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and # Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

No Warranty by Manager. Manager will render the Services in accordance with the terms herein and otherwise in Manager’s sole and absolute discretion in good faith. the Company expressly acknowledges that, except as provided in the preceding sentence, Manager has not made, and is not now making, any other promises, guarantees, assurances, representations or warranties of any kind or nature, express or implied, regarding the Services to be rendered hereunder, and Manager hereby expressly disclaims all of the same, including any warranty of a particular result or a particular benefit to be realized by the Company as a direct or indirect result of the Services hereunder, warranty of fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing, usage or trade practice.

Representation and Warranty Insurance. The Buyer intends to bind a buy-side representation and warranty insurance policy for the benefit of the Buyer Indemnified Parties, against the inaccuracies in or breach of the warranties and representations made by the Sellers (the “Representation and Warranty Insurance Policy”). The cost of the Representation and Warranty Insurance Policy (including all premiums and excess lines taxes payable in connection therewith and any fees or expenses incurred by any insurance broker or underwriting insurance company in connection therewith) shall be borne by the Buyer. The Buyer shall use commercially reasonable efforts to cause any Representation and Warranty Insurance Policy to contain a waiver of subrogation clause pursuant to which the insurer expressly waives any subrogation rights or any other claims against the Sellers (or any Affiliate thereof) in connection with any claim made by any Buyer Indemnified Party thereunder (except to the extent that a written statement or other admission under oath or guilty plea or plea of no contest by the Sellers, or a finding of fact, judgment or other ruling in any proceeding, establishes that the Sellers committed Fraud (subject to the following proviso, below) with respect to the warranties and representations contained herein or in the Seller Closing Certificate), and the Buyer shall not, without the prior written consent of Sellers, waive of any such subrogation clause or amend, modify or delete of any such subrogation clause in any manner that is adverse to Sellers; provided, that for purposes only of the subrogation provisions in the Representation and Warranty Insurance Policy (including any subrogation claim against Sellers in respect of Fraud that is brought by the insurers under the Representation and Warranty Insurance Policy), the phrase in the definition of “Fraud” herein that states “any person identified in the definition of ‘Knowledge of the Sellers’ or ‘Knowledge of the Buyer’, as applicable, had actual knowledge” shall be replaced with “any Seller or any Buyer, as applicable, had actual knowledge.” The coverages provided under the Representation and Warranty Insurance Policy have been made at the sole election, determination and discretion of the Buyer on its behalf and on behalf of the Buyer Indemnified Parties, at their own risk, and the Seller shall have no obligation or liability with respect thereto, including with respect to any adequacy of coverage.

Warranty Bill of Sale. Following receipt of the Purchase Price by Seller, Buyer shall have received Seller’s signed Warranty Bill of Sale in the form attached hereto as [Schedule C];

Seller warrants that the goods are now free, and that at the time of delivery shall be free from any security interest or other lien or encumbrance.

No Maintenance Services Warranty. Kx will provide the Maintenance Services described herein in a professional and workmanlike manner, but Kx cannot guarantee that every error in the Licensed Software, or problem raised by ​ will be resolved. ​ makes, and ​ receives, no warranties of any kind, express, implied or statutory, arising in any way out of or related to the Maintenance Services provided under this OEM Agreement.

No Expansion of Warranty. No employee, agent, representative or affiliate of Kx has authority to bind Kx to any oral representations or warranty concerning the Licensed Software. Any written representation or warranty not expressly contained in this OEM Agreement is not enforceable.

Professional Services Warranty Cap. Service Provider’s liability for re-performance or repair in relation to defective professional services under [Section 10.1] herein shall be limited to the insurance proceeds recoverable under the professional liability coverage required by [Article 24].

DISCLAIMER OF OTHER PRODUCT WARRANTIES. Except for the Product warranties set forth in this [Section 12], Contractor makes no warranty whatsoever with respect to the goods, including any # warranty of merchantability; or # warranty of fitness for a particular purpose whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

Breach of Representation or Warranty. Any written representation or warranty made or deemed made by or on behalf of the Company or its Subsidiaries to the Lenders or the Agents in any Loan Document, in connection with any Loan or Letter of Credit, or in any certificate or information delivered in writing in connection with any Loan Document shall be false in any material respect on the date as of which made.