has
been requested with respect to the omitted portion.
state the nature of the breach in reasonable detail and the other Party must
have failed to cure such alleged breach within
45 days after receipt of the
notice.
8.3.
SURVIVAL OF OBLIGATIONS AND CERTAIN RIGHTS.
8.3.1.
UPON ANY TERMINATION OF THIS AGREEMENT, BY EXPIRATION OF THE TERM
OR OTHERWISE, NEITHER PARTY WILL BE RELIEVED OF ANY OBLIGATIONS INCURRED PRIOR
TO SUCH TERMINATION.
DESPITE ANY TERMINATION OF THIS AGREEMENT, SECTION 1 (TO
EXTENT THAT A DEFINITION IS REQUIRED TO INTERPRET AN OPERATIVE SECTION OF THIS
AGREEMENT), SECTIONS 4, 5, 7, 8.3, 9, 10, AND 11 AND, TO THE EXTENT APPLICABLE,
THE EXHIBITS TO THIS AGREEMENT, AS WELL AS ANY OTHER PROVISIONS THAT BY THEIR
NATURE ARE INTENDED TO SURVIVE ANY TERMINATION, WILL SURVIVE AND CONTINUE TO BE
ENFORCEABLE.
8.3.2.
CEPHEID SHALL BE PERMITTED TO SELL ANY IDI MANUFACTURED PRODUCTS IT
HAS ON HAND AFTER THE TERMINATION OF THIS AGREEMENT.
9.
REPRESENTATIONS, WARRANTIES AND COVENANTS; DISCLAIMERS
9.1.
REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES.
EACH PARTY
REPRESENTS, WARRANTS AND COVENANTS TO THE OTHER PARTY THAT:
9.1.1.
IT HAS THE CORPORATE POWER AND AUTHORITY AND LEGAL RIGHT TO ENTER
INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER;
9.1.2.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF
THE TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION OF THE PARTY;
9.1.3.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE BY
THE PARTY OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT DO NOT AND WILL NOT:
CONFLICT WITH, OR CONSTITUTE A BREACH OR VIOLATION OF, ANY OTHER CONTRACTUAL
OBLIGATION TO WHICH IT IS A PARTY, ANY JUDGMENT OF ANY COURT OR GOVERNMENTAL
BODY APPLICABLE TO THE PARTY OR ITS PROPERTIES, OR, TO THE PARTY'S KNOWLEDGE,
ANY STATUTE, DECREE, ORDER, RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL
AGENCY OR BODY APPLICABLE TO THE PARTY OR ITS PROPERTIES, OR REQUIRE ANY CONSENT
OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON;
9.1.4.
EACH PARTY WILL, TO THE BEST OF ITS KNOWLEDGE WITHOUT UNDERTAKING A
SPECIAL INVESTIGATION, DISCLOSE TO THE OTHER PARTY ANY MATERIAL ADVERSE
PROCEEDINGS, CLAIMS OR ACTIONS THAT ARISE THAT WOULD MATERIALLY INTERFERE WITH
THAT PARTY'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND
9.1.5.
IT SHALL COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS RELATED TO
THE SUBJECT MATTER OF THIS AGREEMENT AND ITS PERFORMANCE HEREUNDER.
9.2.
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF IDI.
IDI REPRESENTS
AND WARRANTS TO THE BEST OF ITS KNOWLEDGE THAT IT HAS ALL RIGHTS AND LICENSES
FROM [***]
AND ANY THIRD PARTIES THAT ARE NECESSARY (I) FOR CEPHEID TO SELL IDI
MANUFACTURED PRODUCTS, AND (II) FOR CEPHEID'S CUSTOMERS TO USE SUCH IDI
MANUFACTURED PRODUCTS FOR THEIR INTENDED PURPOSE AND IDI WILL USE REASONABLE
COMMERCIAL EFFORTS TO RESPECT ITS OBLIGATIONS UNDER THESE LICENSE AGREEMENTS AND
TO ENSURE THAT THESE AGREEMENTS WILL REMAIN IN FORCE TO ALLOW CEPHEID TO
EXERCISE AND BENEFIT FROM ALL RIGHTS GRANTED TO CEPHEID UNDER THIS AGREEMENT.
9.3.
DISCLAIMERS.
EXCEPT