Warranties of Xxxxxx. Xxxxxx hereby warrants and represents to and covenants with Xxxxxxx as follows:
Warranties of Xxxxxx. (a) Xxxxxx warrants that the Products sold to AB in accordance with the provisions of this Agreement will be free of defects in material and workmanship and will conform to the published specifications set forth in literature, packaging, inserts, materials and/or other documentation prepared by or on behalf of Xxxxxx and provided with the Products under normal use and service for a period of fifteen (15) months from the date on which Xxxxxx delivers the Products “ex works” in accordance with Section 4 above, except for those parts and/or materials which are consumed or expended in the normal use of the Products, in which case Xxxxxx warrants conformity to the published specifications described above for a period of ninety (90) days from the date on which Xxxxxx delivers the Products. This warranty is void if the Product has been abused or misused or if repairs have been attempted by unauthorized persons.
Warranties of Xxxxxx. XXXXXX expressly warrants and represents to BUYER that: (a) XXXXXX is the owner of the Patent Rights free and clear of any rights or claims or licensee of others, and has not entered into any agreements or contracts authorizing others to use the Patent Rights; (b) to the best of XXXXXX' knowledge, no person or entity is infringing or has threatened to infringe any of the Patent Rights; (c) to the best of XXXXXX' knowledge, the existing patents included in the Patent Rights are valid and enforceable; (de) to the best of XXXXXX' knowledge, the manufacture, use and sale of the Product will not constitute infringement of another's patent rights or otherwise constitute unfair competition or trade secret infringement; (e) to the best of XXXXXX' knowledge, there is no pending or threatened litigation related in any way to the validity, use or enforceability of the Patent Rights; (f) all right, title and interest to the Product and Patent Rights acquired by BUYER under this Agreement are free and clear of all liens, encumbrances or other claims of creditors of XXXXXX; and g) upon execution and delivery of this Agreement and the documents identified herein, XXXXXX will have conveyed to BUYER good and clear title to the Product and Patent Rights.
Warranties of Xxxxxx. To the knowledge of Company and except to the extent otherwise set forth herein or in the schedules hereto, each of the representations and warranties given by Xxxxxx to PCC and Merger Sub in the Merger Agreement is true and correct in all material respects as of the date hereof (or as of any earlier date to which such representation and warranty specifically relates) and will be true and correct in all material respects as of the Closing Date (or as of such earlier date, as the case may be), in each case subject to the qualifications set forth in the schedules to the Merger Agreement; provided that Lenders shall not be entitled to make any claim against -------- Company (or utilize the breach of this subsection 5.16B as a basis of an Event of Default under subsection 8.4) based on the failure of a representation or warranty of Xxxxxx incorporated by this subsection 5.16B to be true and correct in all material respects except to the extent Company is entitled to receive indemnification or other compensation therefor from the seller under the Merger Agreement.
Warranties of Xxxxxx
