Common use of LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF WARRANTIES Clause in Contracts

LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF WARRANTIES. (i) Each Party warrants to the other that it has the right and power to enter into this Agreement. STC represents, in good faith and to the best of its knowledge, that: (i) there are not, as of the date of the Effective Date, any claims, demands, suits, or judgments against it that in any manner would or might impair or interfere with STC’s performance of the license granted by STC to LICENSEE under this Agreement; (ii) it has all requisite power and authority to grant the licenses granted to LICENSEE pursuant to Article II; it has not previously granted to any third party any rights that conflict with the licenses granted to LICENSEE pursuant to this Agreement; (iv) it has not received any notification, and does not possess any information reasonably indicating that the Licensed Patents may be invalid or that the exercise of the rights granted hereunder will infringe on any patent or other proprietary right of any third party. Notwithstanding the foregoing, STC does not warrant the validity of any Licensed Patents. STC does not warrant the content contained in the Licensed Patents or that they will be error free or that any defects will be corrected. STC makes no representation whatsoever with regard to the scope or commercial potential or profitability or income of or from the Licensed Patents or that such Licensed Patents may be exploited by LICENSEE without infringing any rights of any other party. STC makes no covenant either to defend any infringement charge by a third party or to institute action against infringers of Licensed Patents. STC does not warrant that the Licensed Patents will meet LICENSEE’s or any of LICENSEE’s customer’s specific requirements. LICENSEE warrants that it possesses the necessary expertise and skill to make, and has made, its own evaluation of the capabilities, safety, utility, and commercial application of the Licensed Patents. [*] 10.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.1, THE LICENSED PATENTS ARE PROVIDED “AS IS.” STC MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE LICENSED PATENTS AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF LICENSED PATENTS.

LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF WARRANTIES. (i) 10.1 Each Party warrants to the other that it has the right and power to enter into this Agreement. STC Knight represents, in good faith and to the best of its knowledge, that: (i) there are not, as of the date of the Effective Date, any claims, demands, suits, or judgments against it that in any manner would or might impair or interfere with STC’s Knight's performance of the license granted by STC Knight to LICENSEE under this Agreement; (ii) it has all requisite power and authority to grant the licenses granted to LICENSEE pursuant to Article II; it has not previously granted to any third party any rights that conflict with the licenses granted to LICENSEE pursuant to this Agreement; (iv) it has not received any notification, and does not possess any information reasonably indicating that the Licensed Patents may be invalid or that the exercise of the rights granted hereunder will infringe on any patent or other proprietary right of any third party. Notwithstanding the foregoing, STC does not warrant the validity of any Licensed Patents. STC Knight does not warrant the content contained in the Licensed Patents Licensed Technology or that they it will be error free or that any defects will be corrected. STC Knight makes no representation whatsoever with regard to the scope or commercial potential or profitability or income of or from the Licensed Patents Technology or that such Licensed Patents Technology may be exploited by LICENSEE without infringing any rights of any other party. STC Knight makes no covenant either to defend any infringement charge by a third party or to institute action against infringers of Licensed PatentsLicensed Technology. STC Knight does not warrant that the Licensed Patents Licensed Technology will meet LICENSEE’s 's or any of LICENSEE’s 's customer’s 's specific requirements. LICENSEE warrants that it possesses the necessary expertise and skill to make, and has made, its own evaluation of the capabilities, safety, utility, and commercial application of the Licensed Patents. [*]Licensed Technology. 10.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.110.2 ACCORDINGLY, THE LICENSED PATENTS ARE TECHNOLOGY IS PROVIDED “AS IS.” STC KNIGHT MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE LICENSED PATENTS TECHNOLOGY AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF THE LICENSED PATENTSTECHNOLOGY.

LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF WARRANTIES. (i) 10.1 Each Party warrants to the other that it has the right and power to enter into this Agreement, that the person signing on behalf of such Party is duly authorized to do so and to bind such Party in doing so, that all required consents and approvals necessary for such Party to enter into this Agreement and be bound by it have been duly provided and obtained, and that all terms of this Agreement are binding and enforceable upon such Party. STC LICENSOR represents, in good faith and to the best of its knowledge, that: (i) that there are not, as of the date of the Effective Date, any claims, demands, suits, or judgments against it LICENSOR that in any manner would or might impair or interfere with STC’s LICENSOR's performance of under this Agreement or with the license granted by STC to LICENSEE under this Agreement; (ii) it has all requisite power and authority to grant the licenses granted to LICENSEE pursuant to Article II; it has not previously granted to any third party any rights that conflict with the licenses granted to LICENSEE pursuant to this Agreement; (iv) it has not received any notification, and does not possess any information reasonably indicating that the Licensed Patents may be invalid or that the exercise of the rights granted hereunder will infringe on any patent or other proprietary right of any third partyhereunder. Notwithstanding the foregoing, STC does not warrant the validity of any Licensed Patents. STC LICENSOR does not warrant the content contained in the Licensed Patents Materials are fully functional or feasible or that they will be error free or that any defects in any Licensed Materials will be corrected. STC LICENSOR makes no representation whatsoever with regard to the scope or commercial potential or profitability or income of or from the Licensed Patents Materials or that such Licensed Patents Materials may be exploited by LICENSEE without infringing any rights of any other party. STC LICENSOR makes no covenant either to defend any infringement charge by a third party or to institute action against infringers of any Licensed PatentsMaterials or Intellectual Property except as set forth in Article VIll, above. STC LICENSOR does not warrant that the Licensed Patents Materials will meet LICENSEE’s 's or any of LICENSEE’s customer’s 's customers' specific requirements. LICENSEE warrants that it possesses the necessary expertise and skill to make, and has made, made its own evaluation of the capabilities, safety, utility, and commercial application of the Licensed PatentsMaterials. 10.2 LICENSEE shall indemnify, hold harmless, and defend (and pay any and all other expenses and attorney's fees, in connection therewith) LICENSOR and its officers, directors, agents, and employees, from and against any and all liability, loss, claims, and/or actions arising out of any alleged defect in any Licensed Good despite LICENSOR's approval thereof, and any claim by a third party resulting from LICENSEE's breach or alleged breach of any term or condition of this Agreement. 10.3 Without limiting the foregoing, LICENSOR does not warrant the confidentiality of any of the Intellectual Property (although it presently believes it to be confidential in all material respects). 10.4 LICENSEE acknowledges and agrees that LICENSOR exercises no control over, and accepts no responsibility for, compliance by LICENSEE or any LICENSEE Party with any law or regulation applicable to them or to their use and utilization of the Licensed Materials or Intellectual Property. [*] 10.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.1ACCORDINGLY, THE LICENSED PATENTS MATERIALS ARE PROVIDED “"AS IS.” STC " EXCEPT AS EXPRESSLY PROVIDED ABOVE, LICENSOR MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE LICENSED PATENTS TECHNOLOGY, AND LICENSEE EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF THE LICENSED PATENTSMATERIALS. There are no OTHER warranties OF LICENSOR, either express or implied, and any and all such warranties are hereby disclaimed and negated knowingly and voluntarily by LICENSEE. No oral or written information or advice given by LICENSOR or ANY LICENSOR PARTY shall create any warranty to LICENSEE.

LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF WARRANTIES. (i) 10.1 Each Party warrants to the other that it has the right and power to enter into this Agreement. STC Avalon represents, in good faith and to the best of its knowledge, that: (i) there are not, as of the date of the Effective Date, any claims, demands, suits, or judgments against it that in any manner would or might impair or interfere with STC’s Avalon's performance of the license granted by STC Avalon to LICENSEE under this Agreement; (ii) it has all requisite power and authority to grant the licenses granted to LICENSEE pursuant to Article II; it has not previously granted to any third party any rights that conflict with the licenses granted to LICENSEE pursuant to this Agreement; (iv) it has not received any notification, and does not possess any information reasonably indicating that the Licensed Patents may be invalid or that the exercise of the rights granted hereunder will infringe on any patent or other proprietary right of any third party. Notwithstanding the foregoing, STC does not warrant the validity of any Licensed Patents. STC Avalon does not warrant the content contained in the Licensed Patents Technology or that they it will be error free or that any defects will be corrected. STC Avalon makes no representation whatsoever with regard to the scope or commercial potential or profitability or income of or from the Licensed Patents Technology or that such Licensed Patents Technology may be exploited by LICENSEE without infringing any rights of any other party. STC Avalon makes no covenant either to defend any infringement charge by a third party or to institute action against infringers of Licensed PatentsTechnology. STC Avalon does not warrant that the Licensed Patents Technology will meet LICENSEE’s 's or any of LICENSEE’s 's customer’s 's specific requirements. LICENSEE warrants that it possesses the necessary expertise and skill to make, and has made, its own evaluation of the capabilities, safety, utility, and commercial application of the Licensed Patents. [*]Technology. 10.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.110.2 ACCORDINGLY, THE LICENSED PATENTS ARE TECHNOLOGY IS PROVIDED “"AS IS.” STC " AVALON MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE LICENSED PATENTS TECHNOLOGY AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF THE LICENSED PATENTSTECHNOLOGY.