SLC’s Representations and Warranties. SLC represents and warrants that, as of the Effective Date and except as provided in Schedule 7.2: (a) SLC owns rights to the SLC Patents, all copyrights in SLC Software as supplied to NSC by SLC, free, clear and unencumbered by security interest or liens; (b) SLC has not licensed rights under the SLC Patents or SLC Software to any other party in the Health Field; (c) except as otherwise may be within the actual knowledge of Xxxxxxx X. Xxxxxxxxx, the SLC Software as supplied to NSC by SLC hereunder does not and will not infringe the copyrights or trade secrets of any third party; NSC’s exclusive remedy, and SLC’s sole liability, for breach of this warranty is the indemnity provided under Section 8.1; (d) to the best of SLC’s actual knowledge as of the Effective Date (excluding knowledge held by Xxxxxxx X. Xxxxxxxxx but no other director or officer of SLC), neither SLC, the Regents nor Rutgers own or control any patents that are dominant to the Patents licensed hereunder; NSC’s exclusive remedy, and SLC’s sole liability, for breach of this warranty is the indemnity provided under Section 8.1; -22- (e) attached as Exhibit D is a true and complete copy of the UC License; the UC License is in full force and effect and SLC is not in material breach of same; and (f) to the best of SLC’s actual knowledge as of the Effective Date (excluding knowledge held by Xxxxxxx X. Xxxxxxxxx but no other director or officer of SLC), the SLC Software will, at the time of delivery to NSC, be free of any computer “virus,” backdoor, fire bomb, Trojan Horses, work, or any other similar harmful, malicious or hidden programs, code or data. NSC’s exclusive remedy, and SLC’s sole liability, for breach of this warranty is the indemnity provided under Section 8.1. 7.3
