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12 <br />advance written notice will be furnished to SeniorNet in the event of <br />cancellation, non - renewal or any material change in insurance. <br />3. Re= sentations and Warranties of Organizing GroU12 . <br />Organizing Group hereby represents and warrants as follows (Part (a) does not <br />apply to Organizations which are governmental agencies or parts thereof): <br />(a) It is duly incorporated and validly existing as a corporation in good <br />standing, under the laws of the state in which it does business. <br />(b) It has the power and authority (corporate or other) to own its assets and <br />carry on its business as now being conducted, and to enter into, and <br />perform in accordance with, the terms of this Agreement. <br />(c) It has, and its officers and agents acting on its behalf have, full legal <br />authority to engage in the transactions contemplated by this Agreement; <br />and the execution and delivery of the Agreement, the consummation of the <br />transactions herein contemplated, and compliance with the terms, <br />conditions and provisions of this Agreement do not and will not conflict <br />with or result in a breach of any of the terms, conditions or provisions of <br />its corporate charter or articles of incorporation or its bylaws or any <br />applicable enabling statute or any agreement or instrument to which it is a <br />party or by which it is bound, or constitute a default thereunder; and it is <br />not a party to or bound by any agreement or instrument or subject to any <br />charter or other corporate restriction or judgment, order, writ, injunction, <br />decree, law, rule or regulation which may materially and adversely affect <br />its ability to perform its obligations under this Agreement; and this <br />Agreement constitutes a valid and binding obligation enforceable against it <br />in accordance with its terms. <br />(d) There is no action, suit, proceeding, inquiry or investigation, at law or in <br />equity, nor any governmental administrative proceeding or investigation <br />which involves the possibility of any judgment, finding or ruling or <br />unusual liability which may materially adversely affect Organizing <br />Group's performance of or ability to perform this Agreement. <br />I UV <br />(a) Organizing Group shall submit all written or other communications <br />materials intended to publicize Organizing Group's activities under this <br />Agreement to SeniorNet for its review and approval prior to Organizing <br />Group's use of such materials. Organizing Group shall consult with <br />SeniorNet concerning which of such materials must indicate credit to <br />IBMand Bell South for their funding hereunder. In any case in which such <br />credit is given the following statement shall be used: "Funding for this <br />Appendix A 11/20/97/11/20/97 /11/20/97 3 <br />