23. Warranties23. Warranties

23. Warranties

23.1 The Registrar warrants that:
(a) use by the ACA (including its officers, employees, agents and subcontractors) of any material created and then provided by the Registrar to the ACA under this Deed will not infringe the Intellectual Property rights of any person; and
(b) the Registrar will perform its responsibilities under this Deed in a manner that does not infringe the Intellectual Property rights of the ACA or any third party.
23.2 The Registrar warrants and represents to the ACA that:
(a) the Registrar’s execution, delivery and performance of this Deed will not constitute:

(i) a violation of any judgment, order or decree;

(ii) a default under any contract by which it or any of its assets are bound; or

(iii) an event that would, with notice or lapse of time, or both, constitute such a default;

(b) the Registrar is duly constituted or registered as a corporation under the Corporations Law;
(c) the constituting documents of the Registrar empower the Registrar to enter into this Deed and to do all things which it can reasonably contemplate will be required by this Deed;
(d) all necessary corporate approvals have been obtained by the Registrar to render this Deed binding on, and legally enforceable against, the Registrar in accordance with its terms;
(e) it will immediately notify the ACA of the occurrence of, or the pending or threatened occurrence of, an event of which it is aware that may cause or constitute a breach of any of the representations, warranties or covenants contained or made in connection with this Deed, including without limitation, any event that may result in a material adverse change in the business of the Registrar or may affect the financial viability of the Registrar’s business;
(f) it has disclosed to the ACA prior to the execution of this Deed details of any litigation or proceeding whatsoever, actual or threatened, against the Registrar that may have an adverse effect on the ability of the Registrar to provide the Registration Services and these disclosures are true and correct as at execution; and
(g) any additional issues of the kind described in paragraph (f) that arise from time to time subsequent to the execution of this Deed will be disclosed by the Registrar to the ACA at all relevant times throughout the term of this Deed.