Additional Warranties of MagneGas. MagneGas additionally represents and warrants to CSE that (a) it owns or has sufficient rights to manufacture and sell the Gasifiers that are or will be supplied pursuant to this Agreement, (b) title to all such Gasifiers will be conveyed to CSE free and clear of any liens or encumbrances, (c) it has sufficient manufacturing capacity and access to sufficient quantities of raw materials and component parts, materials and ingredients to produce and provide the number of Gasifiers to which it has committed hereunder, (d) such Gasifiers are protected by patents issued by the US Patent and Trademark Office (the “USPTO”) or are otherwise covered by patents pending with the USPTO, and to the best knowledge of MagneGas do not infringe on the intellectual property of any third party in the United States; (e) MagneGas is in the process of applying for a supplemental/additional patent with the USPTO in connection with the Gasifier and, at such time, will file for patent protection in Mexico under the applicable regulatory scheme and, to the best knowledge of MagneGas but without the benefit of having conducted a search of the records of the Instituto Mexicano de la Propiedad Industrial (Mexican Patent and Trademark Office), the Gasifiers will not, at the time of shipment, infringe or misappropriate any enforceable patent, copyright, trade secret, or other intellectual property or proprietary rights of any third party in the Territory, (e) such Gasifiers, at the time of shipment, and for a period of one year thereafter, will conform in all material respects with the agreed-upon specifications for such Gasifiers as set forth on Exhibit A, (f) such Gasifiers shall be fit for their intended purpose, reasonably safe for use in accordance with the instructions provided to CSE in writing, and free from any defects in design or manufacturing, and (g) that as of the date hereof the use of the Gasifiers to make Products complies with the applicable laws and regulations of the United States and Florida, and that MagneGas has provided or made available to CSE all third party reports received by it certifying or relating to such compliance or to the content of emissions from the Gasifiers during the processing or manufacturing of Products (the “Reports”). MagneGas makes no representation as to the Gasifiers’ compliance with the laws and regulations of any country other than the United States of America, and has not undertaken to determine whether use of the Gasifier in the Territ...
Additional Warranties of MagneGas. MagneGas additionally represents and warrants to TALON that (a) it owns or has sufficient rights to manufacture and sell the Second MagneGas System that will be supplied pursuant to this Agreement, (b) title to the Second MagneGas System will be conveyed to TALON free and clear of any liens or encumbrances, (c) it has sufficient manufacturing capacity and access to sufficient quantities of raw materials and component parts, materials and ingredients to produce and provide the Second MagneGas System to which it has committed hereunder, (d) such Second MagneGas System is protected by patents issued by the US Patent and Trademark Office (the “USPTO”) or is otherwise covered by patents pending with the USPTO, and to the best knowledge of MagneGas does not infringe on the intellectual property of any third party in the United States; (e) such Second MagneGas System, at the time of shipment, and for a period of one year thereafter, will conform in all material respects with the agreed-upon specifications for such Second MagneGas System as set forth on Exhibit A and Exhibit B, respectively, (f) such Second MagneGas System shall be fit for their intended purpose, reasonably safe for use in accordance with the instructions provided to TALON in writing, and free from any defects in design or manufacturing, and (g) that as of the date hereof the use of the Second MagneGas System to make MagneGas Fuel complies with the applicable laws and regulations of the United States and Florida, and that MagneGas has provided or made available to TALON all third party reports received by it certifying or relating to such compliance or to the content of emissions from the Second MagneGas System during the processing or manufacturing of MagneGas Fuel. MagneGas makes no representation as to the Second MagneGas System’s compliance with the laws and regulations of any country other than the United States of America, and has not undertaken to determine whether use of the Second MagneGas System in the Territory is compliant with local laws and regulations. MagneGas also provides the specific warranties contained in Exhibit D hereto.
Additional Warranties of MagneGas. MagneGas additionally represents and warrants to CSE that (a) it owns and claims proprietary rights to the technology that is the basis for the Gasifier and that certain of those rights are protected by patents filed with the U.S. Patent and Trademark Office (the “USPTO”), are covered by patents pending with the USPTO, or are otherwise MagneGas’s trade secrets and that, based on such ownership, MagneGas has sufficient rights to license to CSE the right to distribute Products in the Territory; and (b) provided that CSE acknowledges that no patent application for the Gasifier technology is currently pending before the Mexican Patent and Trademark Office and that MagneGas has not undertaken a search of the records of the Mexican Patent and Trademark Office, to the best knowledge of MagneGas such Products will not infringe or misappropriate any enforceable patent, copyright, trade secret, or other intellectual property or proprietary rights of any third party.
