Common use of Baylor Clause in Contracts

Baylor. Baylor represents and warrants that: (a) Baylor is validly existing and in good standing under the laws of the State of Texas. (b) The execution, delivery and authority to execute and deliver this Agreement have been duly authorized by all necessary action on the part of Baylor. (c) Baylor has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (d) Baylor hereby represents and warrants that, other than the grant set forth herein including, without limitations, any non-exclusive license that Baylor may be required by law to grant to the United States of America or to a foreign state pursuant to an existing or future treaty with the United States of America, it has not encumbered, restricted, transferred or otherwise burdened the Technology. (e) Baylor hereby represents and warrants that on the date hereof, other than as set forth in Schedule 3.1 hereto, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Technology. (f) Except as may be expressly set forth herein, Baylor hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Technology, and Improvement or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Baylor makes no representations or warranties as to the patentability, noninfringement, use or other application of the Technology or any Improvement, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Technology or any Improvement.

Baylor. Baylor represents and warrants that: (a) Baylor is validly existing and in good standing under the laws of the State of Texas. (b) The execution, delivery and authority to execute and deliver this Agreement have been duly authorized by all necessary action on the part of Baylor. (c) Baylor has the power and authority to execute and deliver this Agreement and to perform its obligations under tinder this Agreement. (d) Baylor hereby represents and warrants that, other than the grant set forth herein including, without limitations, any non-exclusive license that Baylor may be required by law to grant to the United States of America or to a foreign state pursuant to an existing or future treaty with the United States of America, it has not encumbered, restricted, transferred or otherwise burdened the Technology. (e) Baylor hereby represents and warrants that on the date hereof, other than as set forth in Schedule 3.1 hereto, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Technology. (f) Except as may be expressly set forth herein, Baylor hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Technology, and Improvement or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANT ABILITY MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Baylor makes no representations or warranties as to the patentability, noninfringement, use or other application of the Technology or any Improvement, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Technology or any Improvement.

Baylor. Baylor represents and warrants that: (a) Baylor is validly existing and in good standing under the laws of the State of Texas. (b) The execution, delivery and authority to execute and deliver this Agreement have been duly authorized by all necessary action on the part of Baylor. (c) Baylor has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (d) Baylor hereby represents and warrants that, other than the grant set forth herein including, without limitations, any non-exclusive license that Baylor may be required by law to grant to the United States of America or to a foreign state pursuant to an existing or future treaty with the United States of America, it has not encumbered, restricted, transferred or otherwise burdened the Technology. (e) Baylor hereby represents and warrants that on the date hereof, other than as set forth in Schedule 3.1 hereto, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Technology. (f) Except as may be expressly set forth herein, Baylor hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Technology, and Improvement or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANT ABILITY MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Baylor makes no representations or warranties as to the patentability, noninfringement, use or other application of the Technology or any Improvement, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Technology or any Improvement.