Common use of REPRESENTATIONS AND WARRANTIES OF ECC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represent and warrants to Sublicensee that: (a) ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ECC has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business. (b) ECC has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including but not limited to the right to sublicense the Technology. This Agreement has been duly and validly authorized, executed and delivered by ECC and, assuming the due authorization, execution and delivery by Sublicensee, is the legal, valid and binding obligation of ECC, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) To the best knowledge of ECC, no person, firm or entity has made any claims or threatened, in writing or otherwise, that ECC is in violation of or has infringed any patent, patent license, trade name, trademark, service xxxx, brand xxxx, brand name, copyright, know-how, formula or other proprietary or trade rights of such third party as they relate to the Technology. To the best of ECC's present knowledge and belief, the use of the Technology in the manufacture of the Products pursuant to the terms of this Agreement will not constitute infringement of the proprietary rights of any third party. Except as provided in this subparagraph, ECC makes no representation or warranty as to the ownership of validity of the Technology. The license granted to Sublicensee under this Agreement does not exceed the scope of the rights granted to ECC by Licensor. (d) To the best knowledge of ECC, the execution, delivery and performance of this Agreement by ECC and the consummation by it of the transactions contemplated hereby will not (i) constitute a violation (with or without the giving of notice or lapse of time) of any provision of applicable law, (ii) require any consent, approval or authorization of any person or governmental authority, (iii) result in a default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel any agreement, lease, franchise, permit, note or other restriction, encumbrance, obligation or liability to which ECC is a party or by which it is bound or to which any of its assets are subject, (iv) result in the creation of any lien or encumbrance upon ECC's assets, (v) conflict with, result in the breach of, or constitute a default under any provision of ECC's certificate of incorporation or bylaws, or (vi) conflict with, result in a tortious interference as a result of such conflict with, or otherwise violate, any material contract or arrangement between ECC and any other person. The representation and warranty given in this subparagraph shall not be deemed or construed to expand or modify the representation and warranty given by ECC in subparagraph 10(c). (e) Neither ECC, nor anyone acting on its behalf, has taken any action relating to any broker, finder, consultant or other expert which could result in the imposition upon the Sublicensee of any obligation to pay a fee to any broker, finder, consultant or similar expert in connection with the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represent represents and warrants to Sublicensee that: (a) ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ECC has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business. (b) ECC has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, hereunder including but not limited to the right to sublicense the Technology. This Agreement has been duly and validly authorized, executed and delivered by ECC and, and assuming the due authorization, execution and delivery by Sublicensee, Sublicensee is the legal, valid and binding obligation of ECC, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) ECC has made no assignments, grants, licenses, encumbrances, obligations or agreements which are in conflict with this Agreement. 19 (d) To the best knowledge of ECC, no person, firm or entity has made any claims or threatened, in writing writing, or otherwise, that ECC is in violation of or has infringed any patent, patent license, trade name, trademark, service xxxx, brand xxxx xxxxx xxxx, brand name, copyright, know-how, formula or other proprietary or trade rights of such third party as they relate to the Technology. ECC is not now in possession of and at no time has received any information which would render any claims essential to the commercial utilization of the Technology invalid and/or unenforceable. To the best of ECC's present knowledge and belief, the use of the Technology in the manufacture of the Products pursuant to the terms of this Agreement will not constitute infringement of the proprietary rights of any third party. Except as provided in this subparagraph, ECC makes no representation or warranty as to the ownership of validity of the Technology. The license granted to Sublicensee under this Agreement does not exceed the scope of the rights granted to ECC by Licensor. (de) To The execution, delivery and performance of this Agreement by ECC and the best knowledge consummation by it of ECCthe transactions contemplated hereunder, do not and will not conflict with or result in a breach or termination of any term or provision of, or constitute a default under any other agreement, or result in the creation of any lien, charge or encumbrance upon any of its properties or assets pursuant to any corporate charter, bylaw, mortgage, deed of trust, indenture or other agreement or instrument, or any order, judgment, decree or like restriction, statute or regulation by which it or any of its assets and properties may be bound. The representation and warranty given in this paragraph 11(e) shall not be deemed or construed to expand or modify the representation and warranty given by ECC in paragraph 11(d) hereof. (f) The execution, delivery and performance of this Agreement by ECC and the consummation by it of the transactions contemplated hereby will not (i) constitute a violation (with or without the giving of notice or lapse of time) of any provision of applicable law, (ii) require any consent, approval or authorization of any person or governmental authority, (iii) result in a default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel any agreement, lease, franchise, permit, note or other restriction, encumbrance, obligation or liability to which ECC is a party or by which it is bound or to which any of its assets are subject, (iv) result in the creation of any lien or encumbrance upon ECC's assets, (v) conflict with, result in the breach of, or constitute a default under any provision of ECC's certificate of incorporation or bylaws, or (vi) conflict with, result in a tortious interference as a result of such conflict with, or otherwise violate, any material contract or arrangement between ECC and any other person. The representation and warranty given in this subparagraph shall not be deemed or construed to expand or modify the representation and warranty given by ECC in subparagraph 10(c).to (eg) Neither ECC, nor anyone acting on its behalf, has taken any action relating to any broker, finder, consultant or other expert which could result in the imposition upon the Sublicensee of any obligation to pay a fee to any broker, finder, consultant or similar expert in connection with the transactions contemplated hereby. (h) ECC has the full right and power to grant to Sublicensee this sublicense to use the Technology in the manufacture, sale and distribution of the Products. 12.

REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represent represents and warrants to Sublicensee that: (a) ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ECC has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business. (b) ECC has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, hereunder including but not limited to the right to sublicense the Technology. This Agreement has been duly and validly authorized, executed and delivered by ECC and, and assuming the due authorization, execution and delivery by Sublicensee, Sublicensee is the legal, valid and binding obligation of ECC, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) ECC has made no assignments, grants, licenses, encumbrances, obligations or agreements which are in conflict with this Agreement. (d) To the best knowledge of ECC, no person, firm or entity has made any claims or threatened, in writing or otherwise, that ECC is in violation of or has infringed any patent, patent license, trade name, trademark, service xxxx, brand xxxx, brand name, copyright, know-how, formula or other proprietary or trade rights of such third party as they relate to the Technology. ECC is not now in possession of and at no time has received any information which would render any claims essential to the commercial utilization of the Technology invalid and/or unenforceable. To the best of ECC's present knowledge and belief, the use of the Technology in the manufacture conversion of materials into the Products pursuant to the terms of this Agreement will not constitute infringement of the proprietary rights of any third party. Except as provided in this subparagraph, ECC makes no representation or warranty as to the ownership of validity of the Technology. The license granted to Sublicensee under this Agreement does not exceed the scope of the rights granted to ECC by Licensor. (de) To The execution, delivery and performance of this Agreement by ECC and the best knowledge consummation by it of ECCthe transactions contemplated hereunder, do not and will not conflict with or result in a breach or termination of any term or provision of, or constitute a default under any other agreement, or result in the creation of any lien, charge or encumbrance upon any of its properties or assets pursuant to any corporate charter, bylaw, mortgage, deed of trust, indenture or other agreement or instrument, or any order, judgment, decree or like restriction, statute or regulation by which it or any of its assets and properties may be bound. The representation and warranty given in this paragraph 11(e) shall not be deemed or construed to expand or modify the representation and warranty given by ECC in paragraph 11(d) hereof. (f) The execution, delivery and performance of this Agreement by ECC and the consummation by it of the transactions contemplated hereby will not (i) constitute a violation (with or without the giving of notice or lapse of time) of any provision of applicable law, (ii) require any consent, approval or authorization of any person or governmental authority, (iii) result in a default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel any agreement, lease, franchise, permit, note or other restriction, encumbrance, obligation or liability to which ECC is a party or by which it is bound or to which any of its assets are subject, (iv) result in the creation of any lien or encumbrance upon ECC's assets, (v) conflict with, with or result in the breach of, of or constitute a default under any provision of ECC's certificate of incorporation or bylaws, or (vi) conflict with, result in a tortious interference as a result of such conflict with, or otherwise violate, any material contract or arrangement between ECC and any other person. The representation and warranty given in this subparagraph paragraph 11(f), shall not be deemed or construed to expand or modify the representation and warranty given by ECC in subparagraph 10(c)paragraph 11(d) hereof. (eg) Neither ECC, nor anyone acting on its behalf, has taken any action relating to any broker, finder, consultant or other expert which could result in the imposition upon the Sublicensee of any obligation to pay a fee to any broker, finder, consultant or similar expert in connection with the transactions contemplated hereby. (h) ECC has the full right and power to grant to Sublicensee this sublicense to use the Technology in the conversion of materials into Products and the sale and distribution of the Products.

REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represent represents and warrants to Sublicensee EKI that: (a) ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ECC has all requisite corporate power and authority to own, operate and lease its the properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the proper conduct of its business. (b) ECC has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including but not limited to the right to sublicense the Technology. This Agreement has been duly and validly authorized, executed and delivered by ECC and, assuming the due authorization, execution and delivery by SublicenseeEKI, is the a legal, valid and binding obligation of ECC, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) To the best knowledge of ECC, no person, firm or entity has made any claims or threatened, in writing or otherwise, that ECC is in violation of or has infringed any patent, patent license, trade name, trademark, service xxxx, brand xxxx, brand name, copyright, know-how, formula or other proprietary or trade rights of such third party as they relate to the Technology. To the best of ECC's present knowledge and belief, the use of the Technology in the manufacture of the Products pursuant to the terms of this Agreement will not constitute infringement of the proprietary rights of any third party. Except as provided in this subparagraph, ECC makes no representation or warranty as to the ownership of validity of the Technology. The license granted to Sublicensee under this Agreement does not exceed the scope of the rights granted to ECC by Licensor. (d) To the best knowledge of ECC, the execution, delivery and performance of this Agreement by ECC and the consummation by it of the transactions contemplated hereby will not (i) constitute a violation (with or without the giving of notice or lapse of time) of any provision of applicable law, (ii) require any consent, approval or authorization of any person or governmental authority, (iii) result in a default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel cancel, any agreement, lease, franchise, permit, note or other restriction, encumbrance, obligation or liability to which ECC is a party or by which it is bound or to which any of its assets are subject, (iv) result in the creation of any lien or encumbrance upon ECC's assets, (v) conflict with, result in the breach of, or constitute a default under any provision of ECC's certificate Certificate of incorporation Incorporation or bylawsBylaws, or (vi) conflict with, result in a tortious interference as a result of such conflict with, or otherwise violate, any material contract or arrangement between ECC and any other person. The representation and warranty given in this subparagraph shall not be deemed or construed to expand or modify the representation and warranty given by ECC in subparagraph 10(c). (ed) Neither ECC, nor anyone acting on its behalf, has taken any action relating to any broker, finder, consultant or other expert which could result in the imposition upon the Sublicensee EKI of any obligation to pay a fee to any broker, finder, consultant or similar expert in connection with the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represent represents and warrants to Sublicensee that: (a) ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ECC has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business. (b) ECC has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including but not limited to the right to sublicense the Technology. This Agreement has been duly and validly authorized, executed and delivered by ECC and, assuming the due authorization, execution and delivery by Sublicensee, is the legal, valid and binding obligation of ECC, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) To the best knowledge of ECC, no person, firm or entity has made any claims or threatened, in writing or otherwise, that ECC is in violation of or has infringed any patent, patent license, trade name, trademark, service xxxx, brand xxxx, brand name, copyright, know-how, formula or other proprietary or trade rights of such third party as they relate to the Technology. To the best of ECC's present knowledge and belief, the use of the Technology in the manufacture of the Products pursuant to the terms of this Agreement will not constitute infringement of the proprietary rights of any third party. Except as provided in this subparagraph, ECC makes no representation or warranty as to the ownership of or validity of the Technology. The license granted to Sublicensee under this Agreement does not exceed the scope of the rights granted to ECC by Licensor. (d) To the best knowledge of ECC, the execution, delivery and performance of this Agreement by ECC and the consummation by it of the transactions contemplated hereby will not (i) constitute a violation (with or without the giving of notice or lapse of time) of any provision of applicable law, (ii) require any consent, approval or authorization of any person or governmental authority, (iii) result in a default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel any agreement, lease, franchise, permit, note or other restriction, encumbrance, obligation or liability to which ECC is a party or by which it is bound or to which any of its assets are subject, (iv) result in the creation of any lien or encumbrance upon ECC's assets, (v) conflict with, result in the breach of, or constitute a default under any provision of ECC's certificate of incorporation or bylaws, or (vi) conflict with, result in a tortious interference as a result of such conflict with, or otherwise violate, any material contract or arrangement between ECC and any other person. The representation and warranty given in this subparagraph shall not be deemed or construed to expand or modify the representation and warranty given by ECC in subparagraph 10(c). (e) Neither ECC, nor anyone acting on its behalf, has taken any action relating to any broker, finder, consultant or other expert which could result in the imposition upon the Sublicensee of any obligation to pay a fee to any broker, finder, consultant or similar expert in connection with the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represent represents and warrants to Sublicensee that: (a) ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ECC has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business. (b) ECC has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including but not limited to the right to sublicense the Technology. This Agreement has been duly and validly authorized, executed and delivered by ECC and, assuming the due authorization, execution and delivery by Sublicensee, is the legal, valid and binding obligation of ECC, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity. (c) To the best knowledge of ECC, no person, firm or entity has made any claims or threatened, in writing or otherwise, that ECC is in violation of or has infringed any patent, patent license, trade name, trademark, service xxxx, brand xxxx, brand name, copyright, know-how, formula or other proprietary or trade rights of such third party as they relate to the Technology. To the best of ECC's present knowledge and belief, the use of the Technology in the manufacture of the Products pursuant to the terms of this Agreement will not constitute infringement of the proprietary rights of any third party. Except as provided in this subparagraph, ECC makes no representation or warranty as to the ownership of or validity of the Technology. The license granted to Sublicensee under this Agreement does not exceed the scope of the rights granted to ECC by Licensor. (d) To the best knowledge of ECC, the execution, delivery and performance of this Agreement by ECC and the consummation by it of the transactions contemplated hereby will not (i) constitute a violation (with or without the giving of notice or lapse of time) of any provision of applicable law, (ii) require any consent, approval or authorization of any person or governmental authority, (iii) result in a default under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel any agreement, lease, franchise, permit, note or other restriction, encumbrance, obligation or liability to which ECC is a party or by which it is bound or to which any of its assets are subject, (iv) result in the creation of any lien or encumbrance upon ECC's assets, (v) conflict with, result in the breach of, or constitute a default under any provision of ECC's certificate of incorporation or bylaws, or (vi) conflict with, result in a tortious interference as a result of such conflict with, or otherwise violate, any material contract or arrangement between ECC and any other person. The representation and warranty given in this subparagraph shall not be deemed or construed to expand or modify the representation and warranty given by ECC in subparagraph 10(c). (e) Neither ECC, nor anyone acting on its behalf, has taken any action relating to any broker, finder, consultant or other expert which could result in the imposition upon the Sublicensee of any obligation to pay a fee to any broker, finder, consultant or similar expert in connection with the transactions contemplated hereby.