Common use of Representations and Warranty Clause in Contracts

Representations and Warranty. a. Licensor represents that as of the date of this Agreement, Licensor has sufficient rights, title and interest in and to the Intellectual Property and Marks to provide the license contemplated herein; and that the grant of license herein shall not violate, conflict with or result in a breach of or default by Licensor of any other agreement. b. Licensor represents that as of the date of this Agreement, Licensor has no knowledge that the Intellectual Property or Marks (including the use thereof in accordance with this Agreement) infringes any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third party. c. Licensor represents and warrants that the Intellectual Property and any documentation and/or training provided by Licensor shall be sufficient and adequate to permit Licensee to use and access the Intellectual Property in accordance with this Agreement; and to permit a reasonably skilled software developer to make customizations to the APIs providing access to the functionality of the Intellectual Property in accordance with this Agreement. d. Licensor warrants that the media on which the Intellectual Property is distributed will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from delivery. Licensor will replace any defective media returned to Licensor within the ninety (90) day period. e. EXCEPT AS SET FORTH IN SECTIONS 10.A., 10.B., 10.C. AND 10.D. ABOVE, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE INTELLECTUAL PROPERTY AND MARKS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND MARKS.

Representations and Warranty. a. Licensor 3.1 Each party represents that and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has, and throughout the Term shall retain, the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the date party; and (d) when executed and delivered by such party, this Agreement shall constitute the legal, valid and binding obligation of this Agreementthat party, Licensor has sufficient rightsenforceable against that party in accordance with its terms. 3.2 LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT UNIVERSITY, title EITHER BY THIS AGREEMENT OR OTHERWISE, HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY USE, AND NO REPRESENTATION OR WARRANTY AS TO THE SAFETY, EFFICACY, OR ABILITY TO OBTAIN REGULATORY APPROVAL, OF PRODUCT, THE INVENTION OR THE TECHNOLOGY. 3.3 LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT UNIVERSITY, EITHER BY THIS AGREEMENT OR OTHERWISE, HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE PATENTABILITY OF THE PRODUCT, THE INVENTION OR THE TECHNOLOGY, NOR ANY REPRESENTATION OR WARRANTY AS TO WHETHER EXERCISE OF ITS RIGHTS UNDER THIS LICENSE INFRINGES ANY INTELLECTUAL PROPERTY RIGHTS HELD BY ANY PERSON, NOR AS TO THE RIGHTS OF ANY OTHER PERSON TO MANUFACTURE OR TO SELL PRODUCT. 3.4 UNIVERSITY represents that, it is the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Intellectual Property Invention and Marks is the record owner of the Patent Rights licensed hereunder and it has received no notice of, and to provide the license contemplated herein; and that best of its knowledge there is no basis for any claim that, the grant of license herein shall not violate, conflict with or result in a breach of or default exercise by Licensor LICENSEE of any other agreement. b. Licensor represents that as of the date of right or license granted under this AgreementAgreement shall infringe any patent, Licensor has no knowledge that the Intellectual Property or Marks (including the use thereof in accordance with this Agreement) infringes any patents, copyrights, trademarkscopyright, trade secrets secret or other intellectual property rights right of any a third party, except for any intellectual property rights that are licensed by LICENSEE. c. Licensor represents and warrants that the Intellectual Property and any documentation and/or training provided by Licensor shall be sufficient and adequate to permit Licensee to use and access the Intellectual Property in accordance with this Agreement; and to permit a reasonably skilled software developer to make customizations to the APIs providing access to the functionality of the Intellectual Property in accordance with this Agreement. d. Licensor warrants that the media on which the Intellectual Property is distributed will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from delivery. Licensor will replace any defective media returned to Licensor within the ninety (90) day period. e. EXCEPT AS SET FORTH IN SECTIONS 10.A., 10.B., 10.C. AND 10.D. ABOVE, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE INTELLECTUAL PROPERTY AND MARKS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND MARKS.

Representations and Warranty. a. (a) Licensor represents that as of the date of this Agreement, Licensor has sufficient rights, title and interest in and to the Intellectual Property and Marks to provide the license contemplated herein; , and that the grant of license herein shall not violate, conflict with or result in a breach of or default by Licensor of any other agreement. b. (b) Licensor represents that as of the date of this Agreement, Licensor has no knowledge that the Intellectual Property or Marks (including the use thereof in accordance with this Agreement) infringes any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third party. c. (c) Licensor represents and warrants that the Intellectual Property and any documentation and/or training provided by Licensor shall be sufficient and adequate to permit Licensee to use and access the Intellectual Property in accordance with this Agreement; and to permit a reasonably skilled software developer to make customizations to the APIs providing access to the functionality of the Intellectual Property in accordance with this Agreement. d. Licensor warrants that the media on which the Intellectual Property is distributed will be free from defects in materials and workmanship under normal use for a period of ninety (90d) days from delivery. Licensor will replace any defective media returned to Licensor within the ninety (90) day period. e. EXCEPT AS SET FORTH IN SECTIONS 10.A.10.a., 10.B., 10.C. 10.b. AND 10.D. 10.c. ABOVE, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE INTELLECTUAL PROPERTY AND MARKS, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING LICENSOR’S WILLINGNESS OR ABILITY TO COMMERCIALLY MANUFACTURE OR SUPPLY CATALYST OR OTHER PRODUCTS. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENTPROVIDED, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND MARKS.

Representations and Warranty. 7.1 Each party represents and warrants as follows: a. Licensor represents That it has the requisite power, authority, and right to enter into this Agreement, to consummate the transactions contemplated herein, and that as of it has not made and shall not make any outstanding agreements, assignments or encumbrances inconsistent with the date provisions of this Agreement; b. That it will comply with all applicable laws, Licensor has sufficient rights, title and interest regulations or ordinances pertaining to its performance hereunder; c. That it enters in and to the Intellectual Property and Marks to provide the license contemplated herein; this Agreement at free will and that it understands its content; d. That it had the grant of license herein shall not violate, conflict with or result opportunity to receive independent legal advice in a breach of or default by Licensor of any other agreement. b. Licensor represents that as of the date of this Agreement, Licensor has no knowledge that the Intellectual Property or Marks (including the use thereof in accordance with this Agreement) infringes any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third party. c. Licensor represents and warrants that the Intellectual Property and any documentation and/or training provided by Licensor shall be sufficient and adequate to permit Licensee to use and access the Intellectual Property in accordance with this Agreement; and to permit a reasonably skilled software developer to make customizations to the APIs providing access to the functionality of the Intellectual Property in accordance connection with this Agreement. d. Licensor 7.2 The Licensee represents and warrants as follows: a. that Licensee is fully aware that the media HESP Standard may include one or more Patents licensed to the HESP Alliance by one or more of its Members; b. that this Agreement grants only the rights to the HESP Standard for the purpose of Selling HESP Solutions but it does not provide any guarantee to Licensee to have all the Patent rights or other rights needed to Sell the HESP Solution; c. that in executing this Agreement, it does not rely on which any promises, inducements, or representations made by HESP Alliance, a Member or a third party with respect to this Agreement, now or in the Intellectual Property is distributed will be free from defects in materials and workmanship under normal use for a period future, with the exception of ninety (90) days from delivery. Licensor will replace any defective media returned to Licensor within the ninety (90) day periodterms of this Agreement. e. 7.3 EXCEPT AS SET FORTH IN SECTIONS 10.A.THE EXPLICIT WARRANTIES HEREIN, 10.B.THERE AR NO OTHER REPRESENTATIONS, 10.C. WARRANTIES AND 10.D. ABOVECONDITIONS, LICENSOR MAKES NO REPRESENTATIONS EXPRESS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORYARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, REGARDING OR RELATING WITH RESPECT TO THE INTELLECTUAL PROPERTY AND MARKSHESP STANDARD, OR ANY MATERIALS PART THEREOF, OR SERVICES FURNISHED OR PROVIDED WITH RESPECT TO LICENSEE UNDER THIS AGREEMENT. OTHER THAN AS EXPRESSLY PROVIDED ANY PATENTS INCLUDED IN THIS AGREEMENTTHE HESP STANDARD, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT PURPOSE, TITLE AND/OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND MARKSOR ANY THIRD-PARTY SOFTWARE. THERE SHALL BE NO OBLIGATION OF THE HESP ALLIANCE TO DEFEND OR INDEMNIFY THE LICENSEE WITH RESPECT TO THIRD PARTY CLAIMS OR ACTIONS RELATING TO THE HESP STANDARD, PATENTS OR THE HESP SOLUTIONS.

Representations and Warranty. 7.1 Each party represents and warrants as follows: a. Licensor represents That it has the requisite power, authority, and right to enter into this Agreement, to consummate the transactions contemplated herein, and that as of it has not made and shall not make any outstanding agreements, assignments or encumbrances inconsistent with the date provisions of this Agreement; b. That it will comply with all applicable laws, Licensor has sufficient rights, title and interest regulations or ordinances pertaining to its performance hereunder; c. That it enters in and to the Intellectual Property and Marks to provide the license contemplated herein; this Agreement at free will and that it understands its content; d. That it had the grant of license herein shall not violate, conflict with or result opportunity to receive independent legal advice in a breach of or default by Licensor of any other agreement. b. Licensor represents that as of the date of this Agreement, Licensor has no knowledge that the Intellectual Property or Marks (including the use thereof in accordance with this Agreement) infringes any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third party. c. Licensor represents and warrants that the Intellectual Property and any documentation and/or training provided by Licensor shall be sufficient and adequate to permit Licensee to use and access the Intellectual Property in accordance with this Agreement; and to permit a reasonably skilled software developer to make customizations to the APIs providing access to the functionality of the Intellectual Property in accordance connection with this Agreement. d. Licensor 7.2 The Licensee represents and warrants as follows: a. that Licensee is fully aware that the media on which HESP Standard may include one or more Patents licensed to the Intellectual Property is distributed will be free from defects in materials HESP Alliance by one or more of its Members; b. that this Agreement grants only the rights to the HESP Standard for the purpose of Selling HESP Solutions but it does not provide any guarantee to Licensee to have all the Patent rights or other rights needed to Sell the HESP Solution; c. that the HESP Royalties are fair and workmanship under normal use reasonable for a period of ninety (90) days from delivery. Licensor will replace any defective media returned to Licensor within the ninety (90) day periodLicense and its value. e. d. that in executing this Agreement, it does not rely on any promises, inducements, or representations made by HESP Alliance, a Member or a third party with respect to this Agreement, now or in the future, with the exception of the terms of this Agreement. 7.3 EXCEPT AS SET FORTH IN SECTIONS 10.A.THE EXPLICIT WARRANTIES HEREIN, 10.B.THERE AR NO OTHER REPRESENTATIONS, 10.C. WARRANTIES AND 10.D. ABOVECONDITIONS, LICENSOR MAKES NO REPRESENTATIONS EXPRESS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORYARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, REGARDING OR RELATING WITH RESPECT TO THE INTELLECTUAL PROPERTY AND MARKSHESP STANDARD, OR ANY MATERIALS PART THEREOF, OR SERVICES FURNISHED OR PROVIDED WITH RESPECT TO LICENSEE UNDER THIS AGREEMENT. OTHER THAN AS EXPRESSLY PROVIDED ANY PATENTS INCLUDED IN THIS AGREEMENTTHE HESP STANDARD, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT PURPOSE, TITLE AND/OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND MARKSOR ANY THIRD-PARTY SOFTWARE. THERE SHALL BE NO OBLIGATION OF THE HESP ALLIANCE TO DEFEND OR INDEMNIFY THE LICENSEE WITH RESPECT TO THIRD PARTY CLAIMS OR ACTIONS RELATING TO THE HESP STANDARD, PATENTS OR THE HESP SOLUTIONS.