Common use of Licensor Representations and Warranties Clause in Contracts

Licensor Representations and Warranties. (a) Licensor represents, warrants and covenants that (i) no lead-based paint, asbestos or other hazardous substance, as defined by any applicable state, federal or local law or regulation, is present at the Property; (ii) Licensor owns the Property or otherwise has the right to grant the rights given in this License; (iii) the Licensor has obtained all required consents or approvals from any person or entity having an interest in the Licensed Premises that may be necessary to enter into and fulfill its obligations under this License; (iv) Licensor is not in default under any lease or other agreement affecting the Property; (v) the Property and all personal property and structures thereon are in compliance with all laws, including any applicable building codes, regulations, or ordinances which may exist with regard to same, or any part thereof; (vi) except as provided for below, there are no liens, judgments or impediments of title on the Property, or affecting Licensor’s title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Property by Licensee as set forth herein; and (vii) to Licensor’s knowledge, any building on the Property in which any portion of the Licensed Premises is located, including without limitation the roof, foundations, exterior walls, interior load bearing walls, and utility systems, is in good condition, structurally sound, and free of any leakage. If a breach of the representations and warranties contained in this Section 16 is discovered at any time during the Term, Licensor shall, promptly after receipt of written notice from Licensee setting forth a description of such non-compliance, rectify same at Licensor’s expense. (b) Except as expressly provided for in this License, Licensor is making no other warranties, express or implied, or statutory, including as to the merchantability or fitness for a purpose, of the Property or as to any other matter, all of which warranties are excluded and disclaimed.

Licensor Representations and Warranties. (a) The Licensor represents, represents and warrants and covenants that to the Licensee that: (i) the Licensor has the right to enter into this Agreement and grant the rights granted hereunder and there are no lead-based paint, asbestos outstanding agreements or other hazardous substance, as defined by understandings of any applicable state, federal kind binding upon the Licensor that are inconsistent with this Agreement or local law or regulation, is present at the Propertyrights granted hereunder; (ii) Licensor owns it is the Property or otherwise owner of the Licensed Product and the Licensed Mxxx and has the right to grant the rights given in this License; hereunder; (iii) the Licensor has obtained all required consents Licensed Product does not and will not contain any backdoor, concealed access, software locks or approvals from any person similar devices which, upon the occurrence of a certain event, the passage of a certain amount of time, or entity having an interest in the Licensed Premises that may taking of any action (or the failure to take action) by or on behalf of the Licensor, will cause the Software, Improvements or a Custom Application to be necessary to enter into and fulfill its obligations under this License; destroyed, erased, damaged or otherwise made inoperable; (iv) Licensor is not in default under any lease neither the Licensed Product nor the Licensed Mxxx infringe upon or violate the copyrights, patents, trade secrets, trademarks or other agreement affecting the Propertyproprietary rights of any third party; and (v) for a period of twelve months from Delivery, the Property and Entrade Transaction Software will conform to the Specifications in all personal property and structures thereon are in compliance with all lawsmaterial respects; provided, including any applicable building codeshowever, regulationsthat, or ordinances which may exist with regard if the Entrade Transaction Software does not so conform, the Licensor's sole obligation will be to same, or any part thereof; ensure that the Entrade Transaction Software does conform to the Specifications; (vi) except as provided for below, there are no liens, judgments or impediments of title on the Property, or affecting Licensor’s title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Property by Licensee as set forth hereinAdditional Services will be performed in a workmanlike manner; and and (vii) any tapes, diskettes or other media which is Delivered pursuant to Licensor’s knowledge, any building on the Property in which any portion of the Licensed Premises is located, including without limitation the roof, foundations, exterior walls, interior load bearing walls, and utility systems, is in good condition, structurally sound, and this Agreement will be free of any leakage. If a breach defects in materials and workmanship under normal use; provided, however, that, if such tapes, diskettes or other media are not so free, the Licensor's sole obligation will be to ensure that the Licensee receives tapes, diskettes or other media, as the case may be, which are free of the representations defects in materials and warranties contained in this Section 16 is discovered at any time during the Term, Licensor shall, promptly after receipt of written notice from Licensee setting forth a description of such non-compliance, rectify same at Licensor’s expenseworkmanship under normal use. (b) Except as expressly provided for in this License, Licensor is making no other warranties, express or implied, or statutory, including as to the merchantability or fitness for a purpose, of the Property or as to any other matter, all of which warranties are excluded and disclaimed.

Licensor Representations and Warranties. (10.1 LICENSOR expressly warrants and represents that a) Licensor representsit either owns all of the right, warrants title and covenants that (i) no lead-based paintinterest in and to the Licensed Patents, asbestos or other hazardous substance, as defined by any applicable state, federal or local law or regulation, is present at the Property; (ii) Licensor owns the Property or otherwise has the right exclusive rights in the Licensed Patents necessary to grant the rights given licenses under this Agreement; b) it is empowered to grant the licenses and release granted herein; c) it has no outstanding encumbrances or agreements, including any agreements with academic institutions, universities, whether written, oral or implied, which would be inconsistent with the licenses and release granted herein; and d) it is unaware of any information which would raise a substantial question of the validity of any of the Licensed Patents or Licensed Patent Applications. 10.2 LICENSOR covenants on behalf of itself, and any of its affiliates, not to assert any claim, or join, file, prosecute, institute or maintain any legal action, in this License; (iii) law or equity, including but not limited to the Licensor has obtained institution of any suit or arbitration against JJCPWW, its affiliates or a party which acquires all required consents or approvals from any person or entity having an right, title and interest in the Licensed Premises business related to this Agreement, with respect to ***** and *****, or any patent that may be necessary issued in the Territory with respect to enter into all continuations, continuations-in-part, divisions, renewals, reissues, reexaminations, and fulfill its obligations under extensions thereof. LICENSOR further agree that this License; (iv) Licensor is not in default under covenant shall be binding upon any lease or other agreement affecting the Property; (v) the Property and all personal property and structures thereon are in compliance with all laws, including any applicable building codes, regulationsparty to which it may grant rights in, or ordinances which may exist with regard transfer ownership of, and that it will be liable for any damages to sameJJCPWW due to any such third party actions. 10.3 LICENSOR warrants that it will not sell or use, or cause to be sold or used, Licensed Products within the Field and within the Territory, and that it will not grant any rights or licenses to any third part permitting such third party to sell or use Licensed Products within the Field and within the Territory. For the avoidance of doubt, this Article 10.3 includes, without limitation, rights under ***** and *****, or any part thereof; (vi) except as provided for belowpatent that may be issued in the Territory with respect to all continuations, there are no lienscontinuations-in-part, judgments or impediments of title on the Propertydivisions, or affecting Licensor’s title to the same and that there are no covenantsrenewals, easements or restrictions which prevent or adversely affect the use or occupancy of the Property by Licensee as set forth herein; and (vii) to Licensor’s knowledgereissues, any building on the Property in which any portion of the Licensed Premises is located, including without limitation the roof, foundations, exterior walls, interior load bearing wallsreexaminations, and utility systems, is in good condition, structurally sound, and free of any leakage. If a breach of the representations and warranties contained in this Section 16 is discovered at any time during the Term, Licensor shall, promptly after receipt of written notice from Licensee setting forth a description of such non-compliance, rectify same at Licensor’s expenseextensions thereof. (b) Except as expressly provided for in this License, Licensor is making no other warranties, express or implied, or statutory, including as to the merchantability or fitness for a purpose, of the Property or as to any other matter, all of which warranties are excluded and disclaimed.

Licensor Representations and Warranties. (a) Licensor represents, represents and warrants and covenants that to Licensee as of the Effective Date that: (i) no leadLicensor owns or controls the Patent Rights and Know-based paint, asbestos or other hazardous substance, as defined by any applicable state, federal or local law or regulation, is present at the Property; How; (ii) Licensor owns the Property or otherwise has the right to grant the rights given in this License; (iii) the Licensor has obtained all required consents or approvals from any person or entity having an interest in the Licensed Premises that may be necessary to enter into and fulfill its obligations under this License; (iv) Licensor is not in default under any lease or other agreement affecting the Property; (v) the Property and all personal property and structures thereon are in compliance with all laws, including any applicable building codes, regulations, or ordinances which may exist with regard to same, or any part thereof; (vi) except as provided for below, there are no liens, judgments or impediments of title on the Property, or affecting Licensor’s title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy best of the Property by Licensee as set forth herein; and (vii) to Licensor’s knowledge, any building on there is no action, suit, proceeding, alternative dispute resolution, mediation or investigation pending against Licensor relating to the Property Existing Product currently in which any portion of clinical trials pursuant to the Licensed Premises is locatedClinical Trial Agreement; and (iii) except for a letter dated December 15, including without limitation the roof, foundations, exterior walls, interior load bearing walls, and utility systems, is in good condition, structurally sound, and free of any leakage. If a breach of the representations and warranties contained in this Section 16 is discovered at any time during the Term2000, Licensor shallhas not received any correspondence from a Third Party: (A) regarding potential infringement of Third Party intellectual property rights through the development, promptly after receipt manufacture, use, sale or importation of written notice from Licensee setting forth a description rNAPc; or (B) regarding an assertion of such non-compliance, rectify same at Licensor’s expenseintellectual property rights by the Third Party in rNAPc. (b) Except as expressly provided for in this LicenseSection 9.3(a)(iii), Licensor is making represents and warrants, to the best of its knowledge as of the Effective Date, that the practice of the Patent Rights and the Know-How as licensed to Licensee under this Agreement does not infringe the intellectual property rights of any Third Party. (c) Licensor represents and warrants to the best of its knowledge as of the Effective Date, that Licensor has not withheld from Licensee any information in its possession relating to rNAPc, including without limitation all agreements and all information relating to the Patent Rights, that if disclosed, would reasonably have caused Licensee to not enter into this Agreement. (d) Licensor represents and warrants that, to the best of its knowledge as the Effective Date, the Existing Product has been manufactured in accordance with then current GMP. Licensor represents and warrants that, as of the Effective Date, Licensor has received no notice from any regulatory or other warranties, express or impliedgovernmental body, or statutoryany of its suppliers or manufacturers, including that any of the Existing Product was not manufactured in accordance with then current GMP or other guidelines or regulations regarding good manufacturing practices outside the United States. (e) Except with respect to United States Patent Serial No. 10/440,475, Licensor represents and warrants that, to the best of its knowledge as of the Effective Date, all Patents Rights covering the composition of matter, method of making or method of using rNAPc comply as to form with the merchantability or fitness for a purpose, requirements of the Property or as United States Patent and Trademark Office and foreign Patent offices where filed, and that to any other matterthe best of Licensor’s knowledge, all material prior art relating to the subject matter of which warranties are excluded issued patents in such Patent Rights have been disclosed to the United States Patent and disclaimedTrademark Office.

Licensor Representations and Warranties. Licensor represents and warrants that: (a) Licensor representsit is duly organized, warrants validly existing and covenants in good standing under the laws of its jurisdiction of incorporation or organization, and that (i) no lead-based paint, asbestos or other hazardous substance, as defined by any applicable state, federal or local law or regulation, is present at it has the Propertyrequisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (iib) the execution, delivery and performance by Licensor owns of this Agreement have been duly authorized and approved by all necessary action by Licensor, and assuming due authorization, execution and delivery by Licensor, this Agreement constitutes the Property legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with its terms; (c) the execution and delivery of this Agreement and the performance of Licensor’s obligations hereunder do not conflict with, violate, breach, constitute a default under, or otherwise require any consent under any contract between Licensor and any third party; (d) it has the right to grant all licenses granted to Licensee under this Agreement; (e) other than licenses to Third Party Software, Licensor has granted to Licensee all Intellectual Property Rights necessary to make, have made, market, distribute, sell and otherwise commercially exploit the RemoteMDx Product in the Territory in the manner contemplated by this Agreement; (f) the RemoteMDx Products, Product Marketing Materials, and the Software, and the use thereof, do not and, during the Term, will not infringe, violate or constitute misappropriation or unauthorized use of the copyright, patent, trade secret, license or other intellectual property, proprietary or contract rights given of any third party in any manner that would have an adverse effect on Licensee’s use and enjoyment thereof; (g) the Supplied Products delivered by RemoteMDx shall (i) conform to the Product Documentation and to the quality standards set forth in this LicenseAgreement; (ii) be free and clear of any lien or encumbrance; (iii) be merchantable; and (iv) except as provided herein, be new; (h) when installed on Licensee’s servers by Licensor pursuant to the Licensor has obtained terms of this Agreement, the Software, including Third Party Software that is then part of Licensor’s application, will operate in substantially the same way as such software operates in Licensor’s hosted environment as of such installation date; (i) the Software does not and will not contain any computer code (i) designed to disrupt, disable or harm the operation thereof, or any other associated software, hardware, computer system or network, (ii) that would disable or impair the operation thereof based on the elapsing of a period of time, the exceeding of an authorized number of users or copies, or the advancement to a particular date or other numeral, or (iii) that would permit access by RemoteMDx or any third party to cause such disablement or impairment, or any other harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to malfunction or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the operations of Licensee, its affiliates or its customers; (j) the Software does not and will not contain any computer code that would impose any requirements on how the products of, or other intellectual property used by, Licensee are licensed or otherwise distributed to third parties; and (k) it does and, during the Term, shall comply with all required consents or approvals from any person or entity having an interest in published laws, regulations, rules and orders applicable to the Licensed Premises that may be necessary to enter into and fulfill performance of its obligations under this License; (iv) Licensor is not in default under any lease or other agreement affecting the Property; (v) the Property and all personal property and structures thereon are in compliance with all laws, including any applicable building codes, regulations, or ordinances which may exist with regard to same, or any part thereof; (vi) except as provided for below, there are no liens, judgments or impediments of title on the Property, or affecting Licensor’s title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Property by Licensee as set forth herein; and (vii) to Licensor’s knowledge, any building on the Property in which any portion of the Licensed Premises is located, including without limitation the roof, foundations, exterior walls, interior load bearing walls, and utility systems, is in good condition, structurally sound, and free of any leakage. If a breach of the representations and warranties contained in this Section 16 is discovered at any time during the Term, Licensor shall, promptly after receipt of written notice from Licensee setting forth a description of such non-compliance, rectify same at Licensor’s expenseAgreement. (b) Except as expressly provided for in this License, Licensor is making no other warranties, express or implied, or statutory, including as to the merchantability or fitness for a purpose, of the Property or as to any other matter, all of which warranties are excluded and disclaimed.

Licensor Representations and Warranties. (a) Licensor represents, represents and warrants and covenants that to Licensee that: (i) no lead-based paintLicensor has the full power and authority to enter into this Agreement on behalf of Licensor and to perform all Licensor’s material obligations pursuant to this Agreement, asbestos or other hazardous substanceand that Licensor is duly authorized to license the Licensed Marks to Licensee, as defined by any applicable state, federal or local law or regulation, is present at the Property; (ii) Licensor owns will not harm or misuse the Property Licensed Products or otherwise has bring the right to grant the rights given in this License; Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensor will not create any expenses chargeable to Licensee without the Licensor has obtained express prior written approval of Licensee, (iv) all required consents Licensed Marks (and the content contained or approvals from any person or entity having an interest used in the Licensed Premises that may be necessary Marks) designed, developed, marketed, distributed, published, performed or sold by Licensor pursuant to enter into this Agreement do not, and fulfill its obligations under this License; (iv) Licensor is not in default under will not, infringe any lease intellectual property right or other agreement affecting the Property; any personal right of any third party, and (v) Licensor will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Property and all personal property and structures thereon are in compliance with all lawsLicensed Products, including any applicable building codes, regulationsLicensed Marks, or ordinances which may exist with regard to sameLicensee’s public image in society or standing in the community, or any part thereof; (vi) except as provided for belowprejudice Licensee and that it will terminate such activities promptly upon written notice, there are no liens, judgments or impediments and failure to do so constitutes a material breach of title on the Property, or affecting Licensor’s title to the same this Agreement. Licensor acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Property representations by Licensee as set forth herein; and (vii) to Licensor’s knowledgemarketability, any building on the Property in which any portion fitness for a particular purpose, or other attributes of the Licensed Premises is locatedProducts, including without limitation the roof, foundations, exterior walls, interior load bearing walls, and utility systems, is in good condition, structurally sound, and free of any leakage. If a breach of the representations and warranties contained in this Section 16 is discovered at any time during the Term, Licensor shall, promptly after receipt of written notice from Licensee setting forth a description of such non-compliance, rectify same at Licensor’s expense. (b) Except as expressly provided for in this License, Licensor is making no other warranties, whether express or impliedimplied (in law or in fact), oral or statutory, including as to the merchantability or fitness for a purpose, of the Property or as to any other matter, all of which warranties are excluded and disclaimedwritten.