Representations and Disclaimer of Warranties. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY LICENSOR OF THE VALIDITY OF ANY OF THE LICENSED INTELLECTUAL PROPERTY, INCLUDING THE PATENTS OR IMPROVEMENTS INCLUDED HEREIN. LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (i) THE PRODUCTION, USE, OR SALE OF ANY APPARATUS OR PRODUCT, OR THE PRACTICE OF THE LICENSED INTELLECTUAL PROPERTY; OR (ii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING, AND LICENSEE SHALL HOLD LICENSOR, AND ITS OFFICERS, AGENTS, OR EMPLOYEES, HARMLESS IN THE EVENT LICENSOR, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE.
Representations and Disclaimer of Warranties. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
6.1 All GTS Technology Provided to Ulthera in Accordance With This Agreement Is Provided “As Is”. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY LICENSORS OF THE VALIDITY OF ANY OF THE GTS PATENT RIGHTS OR THE ACCURACY, COMPLETENESS, SAFETY OR USEFULNESS FOR ANY PURPOSE, OF ANY GTS TECHNOLOGY LICENSED BY GTS TO ULTHERA. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND EXCEPT FOR ANY INJURY, LOSSES OR DAMAGES DIRECTLY CAUSED BY A MATERIAL BREACH BY LICENSORS OF THE REPRESENTATIONS AND WARRANTIES UNDER ARTICLE 6 OF THIS AGREEMENT OR ANY OBLIGATIONS ARISING OUT OF ARTICLE 7, OR BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSORS, LICENSORS SHALL HAVE NO LIABILITY WHATSOEVER TO ULTHERA OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY OF ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM, THE PRODUCTION, USE OR SALE OF ANY LICENSED PRODUCT, OR THE PRACTICE OF THE GTS TECHNOLOGY AND ULTHERA SHALL HOLD LICENSORS, THEIR AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS, HARMLESS IN THE EVENT ULTHERA, OR ITS OFFICERS, EMPLOYEES, OR AGENTS IS HELD LIABLE.
6.2 EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO ULTHERA, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
6.3 NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUCCESS OF THE DEVELOPMENT OR THE COMMERCIAL EXPLOITATION OF ANY LICENSED PRODUCT.
6.4 LICENSORS REPRESENT AND WARRANT AS FOLLOWS: (A) EXHIBITS A, B, AND C REPRESENT A COMPLETE AND ACCURATE LIST OF ALL PATENT RIGHTS OWNED, OR LICENSED TO OR OTHERWISE CONTROLLED BY LICENSORS AND THEIR AFFILIATES, UP TO AND AS OF THE EFFECTIVE DATE, (B) LICENSORS HAVE NOT GRANTED TO ANY THIRD PARTY ANY INTELLECTUAL PROPERTY RIGHTS IN THE FIELD, (C) THE GRANTING OF THE LICENSE TO THE GTS TECHNOLOGY WILL NOT VIOLATE ANY PRIOR AGREEMENTS BETWEEN GTS OR ARDENT SOUND AND THIRD PARTIES OR ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION, (D) NO OTHER PERSON OR ENTITY HAS ANY RIGHT, TITLE OR INTEREST IN OR TO THE GTS TECHNOLOGY THAT COULD INT...
Representations and Disclaimer of Warranties. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY LICENSOR OF THE VALIDITY OF ANY PATENTS, PATENTS THAT MAY ISSUE, PATENT APPLICATIONS AND IMPROVEMENTS, PROPRIETARY KNOWLEDGE, TRADE SECRETS, TECHNICAL AND SCIENTIFIC INFORMATION, KNOW-HOW AND REGISTERED TRADEMARKS. LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON FOR, OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH, OR RESULTING FROM:
Representations and Disclaimer of Warranties. 10.1 Nothing in this AGREEMENT shall be deemed to be a representation or warranty by GRANTOR of the validity of any Patents, Provisional Patent Applications, Patents that may issue, Patent Applications and Improvements. GRANTOR shall have no liability whatsoever to GRANTEE on account of any injury, loss or damage of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon GRANTEE arising out of or in connection with, or resulting from:
(a) The transport, manufacture, assembly, installation, use, sale or maintenance of the finished Product or single components of it, or:
(b) Any advertising or other promotional activities with respect to any of the foregoing. GRANTEE shall hold GRANTOR, and its partners, agents or employees harmless in the event GRANTOR, or its officers agents or employees, is held liable.
10.2 GRANTOR shall have the right to file, prosecute and maintain Patent Applications, Provisional Patents and Improvements that are the property of GRANTOR and shall have the right to determine whether or not, and where to file a patent application or to abandon the prosecution of any patent or patent application.
Representations and Disclaimer of Warranties. 5.1 NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY CYTRX OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE, OF ANY CYTRX KNOW-HOW AND ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES AT ANY TIME MADE AVAILABLE BY CYTRX, CYTRX SHALL HAVE NO LIABILITY WHATSOEVER TO SYNTHRX OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON SYNTHRX OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (a) THE PRODUCTION, USE, OR SALE OF ANY PRODUCT, OR THE PRACTICE OF THE PATENT RIGHTS AND/OR CYTRX KNOW-HOW; (b) THE USE OF ANY CYTRX KNOW-HOW OR ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY CYTRX; OR (c) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES BY SYNTHRX WITH RESPECT TO ANY OF THE FOREGOING.
Representations and Disclaimer of Warranties. 19.1 By execution of this Agreement, each Party represents and warrants to the other:
(a) That the representing Party has full right and authority to enter into and perform this Agreement in accordance with the terms hereof and thereof, and that by entering into or performing this Agreement, the representing Party is not in violation of its charter or bylaws, or any law, regulation or agreement by which it is bound or to which it is subject;
(b) That the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, that the signatories for such Party hereto are authorized to sign this Agreement, and that the joinder or consent of any other Party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement by such Party.
19.2 EXCEPT AS SET FORTH IN THE SERVICE LEVEL AGREEMENT, Urbanlink MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPACITY, THE URBANLINK SYSTEM, OR ANY WORK PERFORMED UNDER THIS AGREEMENT INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY URBANLINK TO CUSTOMER WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED.
Representations and Disclaimer of Warranties. Except as expressly set forth herein, Licensor expressly disclaims, and Licensee hereby expressly waives, on behalf of itself and its subsidiaries, all warranties, express or implied, including implied warranties of merchantability, title, non-infringement and fitness for a particular purpose, with regard to the Trademarks.
Representations and Disclaimer of Warranties. 00 Nothing in this agreement will be deemed to be a representation or warranty by licensor of the accuracy, safety, or usefulness for any purpose of any technical information, techniques, or practices at any time made available by Licensor. Licensor will have no liability whatsoever to licensee or any other person for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed on licensee or any other person, arising out of or in connection with or resulting from (a) the production, use, or sale of any apparatus or product, or the practice of the Software Properties; (b) the use of any technical information, techniques, or practices disclosed by licensor; or (c) any advertising or other promotional activities with respect to any of the foregoing, and licensee agrees to hold licensor, or its officers, employees, or agents, harmless in the event licensor, or its officers, employees, or agents, is held liable.
Representations and Disclaimer of Warranties. 9.1 Nothing in this AGREEMENT shall be deemed to be a representation or warranty by MLSC of the validity of any copy written software, trademarks or programming code. Neither MLSC nor Strokes shall have any liability whatsoever to XIAM on account of any injury, loss or damage of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon XIAM arising out of or in connection with, or resulting from:
(a) The duplication, transport, manufacture, assembly, installation, use, or sale of the finished Product, or:
(b) Any advertising or other promotional activities with respect to any of the foregoing. XIAM shall hold MLSC, Strokes and its partners, agents or employees harmless in the event XIAM, or its officers agents or employees, is held liable.
Representations and Disclaimer of Warranties. LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE, OR SALE OF ANY APPARATUS OR PRODUCT, OR THE PRACTICE OF THE PATENTS, OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.
