Provision Language
14. INDEMNIFICATION; INSURANCE; NO WARRANTIES
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14.4 YALE represents that, to the best of its knowledge (i) in the case of YALE, YALE’s Office of Cooperative Research has received no written notice of infringement of any claim with respect to the LICENSED PATENTS and that such LICENSED PATENTS have been filed; (ii) other than certain rights retained by the US government described in Section 3.2, YALE owns all right, title and interest in the LICENSED PATENTS; (iii) YALE has not licensed to any third party other than those listed in Appendix B and (iv) YALE has the right and authority to grant such licenses and rights to LICENSEE.
14.5 YALE agrees that during the Term it shall not sell, assign or transfer ownership of the LICENSED PATENTS, other than to an affiliate or patent holding company owned by or acting as an agent for YALE, and other than as to LICENSED PATENTS as to which the license granted hereunder has been terminated pursuant to the terms of this Agreement.
14.6 Except as expressly set forth in this Agreement:
(a) YALE MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES THAT ANY CLAIMS OF THE LICENSED PATENTS, ISSUED OR PENDING, ARE VALID, OR THAT THE MANUFACTURE, USE, SALE OR OTHER DISPOSAL OF THE LICENSED PRODUCTS, OR PRACTICE OF THE LICENSED METHODS DOES NOT OR WILL NOT INFRINGE UPON ANY PATENT OR OTHER RIGHTS NOT VESTED IN YALE.
(b) YALE MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES WHATSOEVER WITH RESPECT TO THE LICENSED PATENTS, LICENSED PRODUCTS AND LICENSED METHODS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE SHALL MAKE NO STATEMENTS, REPRESENTATION OR WARRANTIES WHATSOEVER TO ANY THIRD PARTIES THAT ARE INCONSISTENT WITH SUCH DISCLAIMER BY YALE.