Warranties; Indemnities. Except for the warranties and indemnities contained in those Contracts and agreements set forth in the Company Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.
Warranties; Indemnities. Exhibit C sets forth a summary of all ----------------------- --------- warranties and indemnities relating to products sold or services rendered by the Company, and no warranty or indemnity has been given by the Company which differs therefrom in any respect. Exhibit C also indicates all warranty and --------- indemnity claims in excess of $25,000 made against the Company.
Warranties; Indemnities. Except for the warranties and indemnities contained in those contracts and agreements set forth in Section 2.15(l) of the Disclosure Schedule and warranties implied by law, neither the Company nor any of its Subsidiaries has given any warranties or indemnities relating to products or technology sold or services rendered by the Company or any of its Subsidiaries.
Warranties; Indemnities. Except for the warranties and indemnities contained in those contracts and agreements set forth in Section 2.24 of the Disclosure Schedule, the Company has not issued any warranties or indemnities relating to products or technology sold or licensed or services rendered by the Company, other than warranties and indemnities that are not in the aggregate, reasonably expected to have a Material Adverse Effect.
Warranties; Indemnities. The Company has not given any warranties or indemnities relating to products or technology sold or licensed or services rendered by the Company.
Warranties; Indemnities. There are no material warranty or indemnity claims pending or threatened against the Company or any Subsidiary. Section 3.27 of the Disclosure Letter sets forth:
(a) a list of all forms of written warranties, guarantees and written warranty policies of the Company and any Subsidiary in respect of any of the Company Products which are currently in effect (the "Warranty Obligations"), and the duration of each such Warranty Obligation;
(b) each of the Warranty Obligations which is subject to any dispute or, to the knowledge of the Company, any threatened dispute; and
(c) the experience of the Company and its Subsidiaries with respect to warranties, guarantees and warranty policies of or relating to the Company Products and services. True and correct copies of all forms of Warranty Obligations have been delivered to SUTIOC prior to the execution of this Agreement. There have not been any material deviations from the Warranty Obligations, and salespersons, employees and agents of the Company and its Subsidiaries are not authorized to undertake obligations to any customer or other person in excess of or materially different from such Warranty Obligations. The Financial Statements reflect adequate and appropriate reserves for all Warranty Obligations. All products designed, licensed, or sold by the Company and its Subsidiaries are and were free from material defects in design and satisfy in all material respects the written requirements therefor set forth in any and all contracts, agreements, purchase orders, Warranty Obligations or other specifications or agreements related thereto.
Warranties; Indemnities. 12.1. Elan represents and warrants to the Company that to Elan's best knowledge, after reasonable investigations, (a) Elan has the right to grant the licenses and rights granted herein, (b) Schedule 1 contains a summary of the Elan Technology existing as of the Effective Date, (c) other than the Maynooth Agreement there are no agreements with any third parties that relate to Elan Technology existing as of Effective Date, (d) that to the best of its knowledge and belief, Elan is not in breach or threatened breach of the Maynooth Agreement and will in the future not procure a breach and (e) there are no agreements with any Independent Third Parties that conflict with the rights granted by Elan pursuant to this Agreement.
12.2. Elan represents and warrants to the Company that it has the sole, exclusive and unencumbered right to grant the licenses and rights herein granted to the Company, and that it has not granted any option, license, right or interest in or to the Elan Technology to any Independent Third Party which would conflict with the rights granted by this Agreement.
12.3. The Company represents and warrants to Elan that it has the sole, exclusive and unencumbered right to grant the licenses and rights herein granted to Elan and that it has not granted any option, license, right or interest in or to the Elan Program Technology, the Orasomal Program Technology or the Company Program Technology to any Independent Third Party which would conflict with the rights granted by this Agreement.
12.4. Elan represents and warrants to the Company that to the best of its knowledge, the true inventors of the subject matter claimed are named in the Elan Patents and all such inventors have irrevocably assigned all their rights and interests therein to Elan.
12.5. Elan and the Company each represent and warrant to and for the benefit for each other that the execution of this Agreement by them and the full performance and enjoyment of the rights of them under this Agreement will not breach the terms and conditions of any license, contract, understanding or agreement, whether express, implied, written or oral between them and any Independent Third Party.
12.6. In addition to any other indemnifications provided for herein, Elan shall indemnify and hold harmless the Company and its Affiliates and their respective employees, agents, partners, officers and directors from and against any claims, losses, liabilities or damages (including reasonable attorney's fees and expense...
Warranties; Indemnities. Except for the warranties and indemnities contained in (i) those contracts and agreements set forth in Section 2.13(h) of the Company Disclosure Schedule and (ii) the "shrink wrap" license agreements of the Company or its Subsidiary, neither the Company nor its Subsidiary has given any warranties or indemnities relating to products or technology sold or licensed or services rendered by the Company or its Subsidiary.
Warranties; Indemnities. 22 2.26 Complete Copies of Materials..............................................23 2.27
Warranties; Indemnities. Except in the ordinary course of business or as listed in Section 2.13(e) of the Company Disclosure Schedule, the Company has not given any warranties or indemnities relating to products or technology sold, software programming or other "work-for-hire" performed, or other services rendered by the Company.
