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20.4 <br />20.5 <br />20.6 <br />The KCHN has or will obtain prior to the commencement date such <br />licenses, permits and other authorizations from federal, state and other <br />governmental authorities, as are necessary for the performance of its <br />obligations under this Agreement. <br />The KCHN is not in violation of any applicable law, ordinance or <br />regulation the consequence of which will or may materially affect KCHN's <br />ability to perform its obligations under this Agreement. The KCHN is not <br />subject to any order or judgment of any court, tribunal or governmental <br />agency which materially and adversely affects its operations or assets in <br />the State of Washington, or its ability to perform its obligations under this <br />Agreement. <br />None of the representations or warranties in this Agreement, and none of <br />the documents, statements, certificates or schedules furnished or to be <br />furnished by KCHN pursuant hereto or in connection with the <br />peformance of the obligations contemplated under this Agreement, <br />contains or will contain any untrue statement of a material fact or omits or <br />will omit to state a material fact necessary to make the statements of fact <br />contained therein not misleading. <br />21. Patent/Copyrisht lnfringement: <br />KCHN will defend and indemnify the County from any claimed action, cause or demand <br />brought against the County; to the extent such action is based on the claim that information <br />supplied by the KCHN infringes any patent or copyright. The KCHN will pay those costs <br />and damages attributable to any such claims that are finally awarded against the County in <br />any action. Such defense and payments are conditioned upon the following: <br />21.1 KCHN shall be notified promptly in writing by County of any notice of such <br />claim. <br />21.2 KCHN shall have the right, hereunder, at its option and expense, to obtain for <br />the County the right to continue using the information, in the event such claim <br />of infringement is made, provided no reduction in performance or loss results <br />to the County. <br />22. Disputes: <br />22.1 General <br />Differences between the KCHN and the County, arising under and by virtue <br />of the Agreement Documents shall be brought to the attention of the County <br />at the earliest possible time in order that such matters may be settled or other <br />appropriate action promptly taken. Except for such objections as are made of <br />record in the manner hereinafter specified and within the time limits stated, <br />the records, orders, instructions, and decisions of the Kittitas County <br />Commissioners shall be final and conclusive. <br />Professional Services Agreement <br />Page 8