Common use of Representations and Warranties of CCSI Clause in Contracts

Representations and Warranties of CCSI. CCSI hereby represents and -------------------------------------- warrants to GE, as of the Effective Date, except to the extent that a deviation from a representation or warranty would not materially adversely affect either party's ability to perform its obligations under this Agreement, as follows: 2.2.1 CCSI is the owner or co-owner of record of all patents, copyrights, trademarks, service marks, logos, slogans, and trade names (collectively, "Intellectual Property") for which registrations have been issued to CCSI by the United States Patent and Trademark Office or any similar office of a foreign country with respect to the CCSI Intellectual Property. 2.2.2 CCSI (i) owns on an exclusive basis, or has the exclusive right to use, all of the Products and the Technology relating to the Products necessary to perform its obligations under this Agreement, and (ii) has the exclusive right to sell and commercialize, and license the sale and commercialization of, the Products to the extent required to perform its obligations under this Agreement, in each case without any limitations or restrictions of any kind, and without known conflict or asserted conflict with intellectual property rights of others. 2.2.3 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will conflict in any way with, result in a breach of, constitute a default under, or create in any party the right to terminate, modify or cancel any agreement, contract, license, instrument or other arrangement relating to the CCSI Intellectual Property. CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.2.4 CCSI has sufficient rights under the CCSI Intellectual Property to permit CCSI to perform its obligations under the Agreement. 2.2.5 CCSI has not given or received any notice of any pending conflict with, or infringement of, the rights of others with respect to any CCSI Intellectual Property or with respect to any license of CCSI Intellectual Property under which CCSI is licensor or licensee. 2.2.6 There are no pending causes of action, claims, actions, suits, judgments, orders, decrees, rulings, charges, hearings or investigations involving CCSI or the CCSI Intellectual Property (collectively, "Legal Proceedings") or threatened Legal Proceedings of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or any arbitrator which could impair CCSI's ability to perform its obligations under this Agreement. There are no interference, opposition or cancellation proceedings or infringement suits pending, or to the knowledge of CCSI, threatened with respect to the CCSI Intellectual Property. CCSI is not subject to any judgment, order, writ, injunction or decree of any governmental authority, and has not entered into or become a party to any contract, which restricts or impairs its use of the CCSI Intellectual Property or right to sell or commercialize, and license the sale and commercialization of, the Products, as contemplate by the Agreement. 2.2.7 CCSI has not entered into any consent or settlement agreement with respect to any CCSI Intellectual Property and no claim has been asserted and, to CCSI's knowledge, no claim is threatened or contemplated by any person with respect to the validity of, or CCSI' s ownership of or right to use, the CCSI Intellectual Property, or any of the Patents relating to the CCSI Intellectual Property. 2.2.8 CCSI has complied with its contractual obligations relating to the protection of the CCSI Intellectual Property used pursuant to licenses whereby CCSI has licensed CCSI Intellectual Property or portions thereof to or from Third Parties. 2.2.9 None of the licenses or other rights granted by, contemplated to be granted by, or claimed to have been granted by CCSI to any person or entity conflict in any way with the licenses and other rights granted by CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CCSI to GE under the terms of this Agreement and the performance by CCSI of the transactions contemplated by this Agreement. 2.2.10 CCSI has delivered to its legal counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx ("CCSI Counsel"), true and correct copies of all the agreements of CCSI which relate to the CCSI Intellectual Property, and redacted versions of such agreements are attached as exhibits to the copy of CCSI Counsel's legal opinion of even date herewith delivered to counsel for GE (provided that such redacted versions shall not be delivered to GE). 2.2.11 Upon execution, this Agreement will be enforceable against CCSI in accordance with its terms.

Representations and Warranties of CCSI. CCSI hereby represents and -------------------------------------- warrants to GE, as of the Effective Date, except to the extent that a deviation from a representation or warranty would not materially adversely affect either party's ability to perform its obligations under this Agreement, as follows: 2.2.1 CCSI is the owner or co-owner of record of all patents, copyrights, trademarks, service marks, logos, slogans, and trade names (collectively, "Intellectual Property") for which registrations have been issued to CCSI by the United States Patent and Trademark Office or any similar office of a foreign country with respect to the CCSI Intellectual Property. 2.2.2 CCSI (i) owns on an exclusive basis, or has the exclusive right to use, all of the Products and the Technology relating to the Products necessary to perform its obligations under this Agreement, and (ii) has the exclusive right to sell and commercialize, and license the sale and commercialization of, the Products to the extent required to perform its obligations under this Agreement, in each case without any limitations or restrictions of any kind, and without known conflict or asserted conflict with intellectual property rights of others. 2.2.3 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will conflict in any way with, result in a breach of, constitute a default under, or create in any party the right to terminate, modify or cancel any agreement, contract, license, instrument or other arrangement relating to the CCSI Intellectual Property. CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.2.4 CCSI has sufficient rights under the CCSI Intellectual Property to permit CCSI to perform its obligations under the Agreement. 2.2.5 CCSI has not given or received any notice of any pending conflict with, or infringement of, the rights of others with respect to any CCSI Intellectual Property or with respect to any license of CCSI Intellectual Property under which CCSI is licensor or licensee. 2.2.6 There are no pending causes of action, claims, actions, suits, judgments, orders, decrees, rulings, charges, hearings or investigations involving CCSI or the CCSI Intellectual Property (collectively, "Legal Proceedings") or threatened Legal Proceedings of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or any arbitrator which could impair CCSI's ability to perform its obligations under this Agreement. There are no interference, opposition or cancellation proceedings or infringement suits pending, or to the knowledge of CCSI, threatened with respect to the CCSI Intellectual Property. CCSI is not subject to any judgment, order, writ, injunction or decree of any governmental authority, and has not entered into or become a party to any contract, which restricts or impairs its use of the CCSI Intellectual Property or right to sell or commercialize, and license the sale and commercialization of, the Products, as contemplate by the Agreement. 2.2.7 CCSI has not entered into any consent or settlement agreement with respect to any CCSI Intellectual Property and no claim has been asserted and, to CCSI's knowledge, no claim is threatened or contemplated by any person with respect to the validity of, or CCSI' s ownership of or right to use, the CCSI Intellectual Property, or any of the Patents relating to the CCSI Intellectual Property. 2.2.8 CCSI has complied with its contractual obligations relating to the protection of the CCSI Intellectual Property used pursuant to licenses whereby CCSI has licensed CCSI Intellectual Property or portions thereof to or from Third Parties. 2.2.9 None of the licenses or other rights granted by, contemplated to be granted by, or claimed to have been granted by CCSI to any person or entity conflict in any way with the licenses and other rights granted by CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CCSI to GE under the terms of this Agreement and the performance by CCSI of the transactions contemplated by this Agreement. 2.2.10 CCSI has delivered to its legal counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx ("CCSI Counsel"), true and correct copies of all the agreements of CCSI which relate to the CCSI Intellectual Property, and redacted versions of such agreements are attached as exhibits to the copy of CCSI Counsel's legal opinion of even date herewith delivered to counsel for GE (provided that such redacted versions shall not be delivered to GE). 2.2.11 Upon execution, this Agreement will be enforceable against CCSI in accordance with its terms.

Representations and Warranties of CCSI. CCSI hereby represents and -------------------------------------- warrants to GE, as of the Effective Date, except to the extent that a deviation from a representation or warranty would not materially adversely affect either party's ability to perform its obligations under this Agreement, as follows: 2.2.1 CCSI is the owner or co-owner of record of all patents, copyrights, trademarks, service marks, logos, slogans, and trade names (collectively, "Intellectual Property") for which registrations have been issued to CCSI by the United States Patent and Trademark Office or any similar office of a foreign country with respect to the CCSI Intellectual Property. THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.2.2 CCSI (i) owns on an exclusive basis, or has the exclusive right to use, all of the Products and the Technology relating to the Products necessary to perform its obligations under this Agreement, and (ii) has the exclusive right to sell and commercialize, and license the sale and commercialization of, the Products to the extent required to perform its obligations under this Agreement, in each case without any limitations or restrictions of any kind, and without known conflict or asserted conflict with intellectual property rights of others. 2.2.3 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will conflict in any way with, result in a breach of, constitute a default under, or create in any party the right to terminate, modify or cancel any agreement, contract, license, instrument or other arrangement relating to the CCSI Intellectual Property. CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2.2.4 CCSI has sufficient rights under the CCSI Intellectual Property to permit CCSI to perform its obligations under the Agreement. 2.2.5 CCSI has not given or received any notice of any pending conflict with, or infringement of, the rights of others with respect to any CCSI Intellectual Property or with respect to any license of CCSI Intellectual Property under which CCSI is licensor or licensee. 2.2.6 There are no pending causes of action, claims, actions, suits, judgments, orders, decrees, rulings, charges, hearings or investigations involving CCSI or the CCSI Intellectual Property (collectively, "Legal Proceedings") or threatened Legal Proceedings of, in, or before any court or quasi-quasi- judicial or administrative agency of any federal, state, local, or foreign jurisdiction or any arbitrator which could impair CCSI's ability to perform its obligations under this Agreement. There are no interference, opposition or cancellation proceedings or infringement suits pending, or to the knowledge of CCSI, threatened with respect to the CCSI Intellectual Property. CCSI is not subject to any judgment, order, writ, injunction or decree of any governmental authority, and has not entered into or become a party to any contract, which restricts or impairs its use of the CCSI Intellectual Property or right to sell or commercialize, and license the sale and commercialization of, the Products, as contemplate by the Agreement. 2.2.7 CCSI has not entered into any consent or settlement agreement with respect to any CCSI Intellectual Property and no claim has been asserted and, to THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CCSI's knowledge, no claim is threatened or contemplated by any person with respect to the validity of, or CCSI' s ownership of or right to use, the CCSI Intellectual Property, or any of the Patents relating to the CCSI Intellectual Property. 2.2.8 CCSI has complied with its contractual obligations relating to the protection of the CCSI Intellectual Property used pursuant to licenses whereby CCSI has licensed CCSI Intellectual Property or portions thereof to or from Third Parties. 2.2.9 None of the licenses or other rights granted by, contemplated to be granted by, or claimed to have been granted by CCSI to any person or entity conflict in any way with the licenses and other rights granted by CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CCSI to GE under the terms of this Agreement and the performance by CCSI of the transactions contemplated by this Agreement. 2.2.10 CCSI has delivered to its legal counsel, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx ("CCSI Counsel"), true and correct copies of all the agreements of CCSI which relate to the CCSI Intellectual Property, and redacted versions of such agreements are attached as exhibits to the copy of CCSI Counsel's legal opinion of even date herewith delivered to counsel for GE (provided that such redacted versions shall not be delivered to GE). 2.2.11 Upon execution, this Agreement will be enforceable against CCSI in accordance with its terms.