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required for the ownership or leasing of its assets or the transaction of business <br />of the character transacted by it, except where the failure to be so licensed, <br />authorized or qualified would not have a material adverse effect on National's <br />ability to fulfill its obligations under this Agreement; <br />(4) the execution, delivery and performance of this Agreement has been duly <br />authorized by National; <br />(5) to the best of its knowledge, National is in compliance with all applicable federal, <br />state, local or other Laws applicable to National and has obtained all applicable <br />permits and licenses required of National in connection with its obligations <br />under this Agreement; <br />(6) there is no outstanding litigation, arbitrated matter or other dispute to which <br />National is a party which, if decided unfavorably to National, would reasonably <br />be expected to have a potential or actual material adverse effect on IRC's or <br />National's ability to fulfill its respective obligations under this Agreement; <br />(7) the National Software, and the Equipment and Tools provided by National do not <br />infringe upon the proprietary rights of any third -party; and <br />(8) any Equipment furnished under the Purchase Order that is subject to Part 68 of <br />the Federal Communications Commission's Rules and Regulations (the "FCC <br />Rules and Regulations") is registered under and complies with Part 68 of the FCC <br />Rules and Regulations, including, all labeling and instruction requirements. <br />23.03 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER IRC NOR <br />NATIONAL MAKES ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE SYSTEMS <br />AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING <br />THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. <br />ARTICLE 24. ADDITIONAL COVENANTS <br />24.01 By IRC, IRC covenants and agrees with National that during the Term and the <br />Termination Assistance Period, IRC shall comply with all applicable federal, state, local or other <br />Laws applicable to IRC and, except as otherwise provided in this Agreement, shall obtain all <br />applicable permits and licenses required of IRC in connection with its obligations under this <br />Agreement. <br />24.02 By National. National covenants and agrees with IRC that during the Term and the <br />Termination Assistance Period: <br />(1) National shall comply with all applicable federal, state, local or other Laws <br />applicable to National and, except as expressly provided otherwise in this <br />Agreement, shall obtain all applicable permits and licenses required of National <br />in connection with its obligations under this Agreement; <br />36 <br />