Certain Warranties. X. XXXX warrants that (i) except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement, and (ii) to the best of XXXX’x knowledge, no third party has made any claim or initiated any litigation or other proceeding that challenges the validity or scope of the Licensed Patents. Nothing in this Agreement shall be construed as:
(i) except as provided above, a warranty or representation by XXXX as to the validity or scope of any of the Licensed Patents;
(ii) except as provided above, a warranty or representation by XXXX that anything made, used, sold or otherwise disposed of under the license granted in this Agreement will or will not infringe patents of third parties; or
(iii) an obligation to furnish any know—how not provided in the Licensed Patents or any services other than those specified in this Agreement.
X. XXXX MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR OTHER TRANSFEREES OF PRODUCTS INCORPORATING OR MADE BY USE OE INVENTIONS LICENSED UNDER THIS AGREEMENT.
C. Licensee represents and warrants that Products produced under the license granted herein shall be manufactured substantially in the United States as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.
Certain Warranties. X. XXXX warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing in this Agreement will be construed as: (i) a warranty or representation by XXXX as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process made, used, sold, or otherwise disposed of under or in association with the license granted in this Agreement is or will be free from any claim of infringement or misappropriation of any intellectual property rights other than the Licensed Patents; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of XXXX, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information not provided in the Licensed Patents or the Technical Information, or any services other than those specified in this Agreement.
X. XXXX MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT.
C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written request, Licensee represents and warrants that all Products that are used or sold in the United States under the license granted herein (or any sublicense thereunder) will be manufactured substantially in the United States to the extent required by 35 U.S.C § 204 and applicable regulations of Chapter 37 ...
Certain Warranties. (a) Applicant warrants that the execution, delivery and performance of this Agreement are within its authority and are not in contravention of law, of any terms of any agreement, instrument, order or judgment to which Applicant is a party or by which it or its property may be bound or of any provision of its charter document or bylaws, and that it has obtained all necessary approvals and consents therefor.
(b) Applicant represents and warrants that any Credit, and transactions related thereto, shall be in compliance with any federal, state, local and foreign laws, regulations, treaties or customs applicable to Bank or Customer, including without limitation the regulations promulgated by Office of Foreign Assets Control (OFAC), and any other foreign or domestic legal restriction on doing business with certain individuals or countries.
(c) Applicant will procure promptly all necessary licenses for the export, import, shipping or warehousing of, or payment for property covered by the Credit and will comply with all foreign and U.S. laws, rules and regulations (including exchange control regulations) now or hereafter applicable to the transaction related to the Credit or applicable to the execution, delivery and performance by Applicant of this Agreement.
Certain Warranties. Without limiting the generality or effect of any other term or condition of the Offer, upon full payment by Parent or Merger Sub for the Subject Shares tendered, the transfer by a Signatory Stockholder of such Signatory Stockholder's Subject Shares to Merger Sub in the Offer shall pass to and unconditionally vest in Merger Sub good and valid title to the Subject Shares, free and clear of all Encumbrances whatsoever.
Certain Warranties. Without limiting the generality or ------------------ effect of any other term or condition of the Offer, the transfer by Stockholder of the Shares to Purchaser in the Offer shall pass to and unconditionally vest in Purchaser good and valid title to the Shares, free and clear of all Encumbrances whatsoever.
Certain Warranties. The representations and warranties of the Holder set forth in paragraphs 2.2(c) and (g) of the Purchase Agreement were true at the time of the closing therein and those set forth in paragraph 2.2 (f) of the Purchase Agreement are true as if set forth in full herein. The Company acknowledges and agrees that the Holder makes no representation or warranty with respect to the transactions contemplated hereby other than those specifically set forth in Article II and Article III herein.
Certain Warranties. Without limiting the generality or effect of any other term or condition of the Offer, the transfer by each Stockholder of the Shares to Merger Sub in the Offer shall pass to and unconditionally vest in Merger Sub good and valid title to the Shares, free and clear of all liens, claims, restrictions, security interests, pledges, limitations and encumbrances whatsoever.
Certain Warranties. The transfer by the Stockholders of the Owned Shares to the Purchaser pursuant to this Agreement shall pass to and unconditionally vest in the Purchaser good and valid title to the Owned Shares, free and clear of all Encumbrances whatsoever.
Certain Warranties. Nothing in this Agreement will be construed as: (i) a warranty or representation by WiSys as to the validity or scope of protection of WiSys’ rights in the Software; (ii) a warranty or representation by WiSys as to the work performed by the App Development Partner; (iii) a warranty or representation that the Company will be a viable or profitable business; (iv) a warranty or representation that the publication of the Software is or will be free from infringement of the patent or copyright rights of third parties; (v) a warranty or representation that any product or process made, used, sold, or otherwise disposed of under or in association with the Software is or will be free from any claim of infringement or misappropriation of any intellectual property rights; or (vi) an obligation to furnish, any manuals or other documentation, technical support, or any know-how or expertise as of the Effective Date, or to provide access or a license to any other intellectual property owned or controlled by WiSys.
Certain Warranties. The Variety is provided “AS IS.” WCIA AND XXXX MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATED TO THE VARIETY INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE VARIETY, THEIR MERCHANABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING INFRINGEMENT OF THIRD PARTY RIGHTS. SUBLICENSEE AGREES TO BEAR ALL RISK RESULTING FROM THE USE OF THE VARIETY AND ANYTHING DERIVED THEREFROM.
