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obligations of the Contraetor under this Agreement in aceordance with its' terms. 20,3 This Agreement has been validly executed by an authorized representative of the Contrac'tor and conetitutes a valid and legally binding and enforceable obligation of Contractor. 2A.4 The Contractor has or will obtain prior to the comrnencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, a$ are neeessary for the performance of its obligations under this Agreement.24.5 The Contraetor is not in violation of any applicable law, ordinanc€ or regulation the consequenc,e of which will or may materially affect Contractor's ability to perfonn its obligations under this Agreement. The Contraetor is not subject to any order or judgment of any court, tribunal or governmental agency which maierially and adversely affects its operations or assets in the State of Washington, or its abilfu to perform its obligations under this Agreement.20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules fumished or to be fumished by Contractor purguant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material faet neces$ary to make the statements of facl contained therein not misleading. 2 1 . patexUGo,pJnslIj nf&qetrex t; Contractor witl defund and indemnify the County from .any claimed adion, ffiuse or demand brought against the County; to the extent such actioh is based on the claim thatinfonnation supplied by the Contractor infringes any patent or copyright. The Contnactor will pay those costs.and damages attributablb to any such ctaims'thal are finally awarded against the County in any action. $uch defense and payments are conditioned upon the following: 21.1 Contractorshall be notified promptly in writing by County of any notice of such cleim. 21.2 Contractor shall have the right, hereunder, at its option and expense, toobtain fo.r the- Cgunty the right to mntinue using the information, in the eventsuch claim of infringement is made, provided nb reduction in performanm orloss results to the County. 22. Dienutes: 22.1 Qe,nerat Differenms between the contractor and..the county, arising under and byvirtue of the Agreement Documents shall be Urougni to ifre attentionof theCounty at the earliest possible time in order that *uJi' *"tt*rs msy be seftledor other appropriate actian prompily taken. Except for such objection* *u ** Profoajio-na! Se Mcss Ag reement (rev. 0g/24I20 1 B)Page B of 18