interest at a rate of 12% per annum on the underpaid amount from
the date such underpaid amount was initially due until the date actually paid.
In addition, Licensor will have the right, during normal business hours and upon
reasonable notice to Licensee, to audit Licensee's and its sublicensee's
operations to confirm their compliance with this Agreement.
4.5
Currency. All payments will be made in US Dollars without deductions
except as expressly permitted herein.
4.6
Taxes. Licensee shall make the payment of the Paid-up Fee and Royalty
without deduction of any withholding tax payable for the account of Licensor;
provided, however, that if any deduction or withholding is required by any
applicable law, Licensee shall provide notice of such withholding to Licensor,
withhold the required amount, and provide Licensor with official
receipts evidencing the payment of such withholding taxes for its account at the
time of the payment or without unreasonable delay thereafter.
5.
Warranty
5.1
Warranty. Each party represents and warrants that it has full legal
right, power, and authority to enter into this Agreement and to perform its
obligations and duties under this Agreement, and that the performance of such
obligations and duties does not and will not conflict with or result in a breach
of any other agreements of such party or any judgment, order, or decree by which
such party is bound.
5.2
Non-Infringement. To Licensor's knowledge with respect to third party
patents only, as of the date of this Agreement, none of the Licensed Know-How or
Documentation infringes or misappropriates any intellectual property right of
any third party and Licensor has no knowledge of any third party who could claim
any right or interest in any Licensed Know-How or Documentation that would have
a material adverse effect on Licensee's rights under this Agreement.
5.3
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5 ABOVE, NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE GIVEN BY LICENSOR WITH RESPECT TO
THE LICENSED KNOW-HOW, IMPROVEMENTS, DOCUMENTATION AND OTHER LICENSOR
INTELLECTUAL PROPERTY, INFORMATION, MATERIALS AND SERVICES PROVIDED BY OR FOR
LICENSOR, AND SUCH LICENSED KNOW-HOW, IMPROVEMENTS, DOCUMENTATION AND OTHER
LICENSOR INTELLECTUAL PROPERTY, INFORMATION, MATERIALS AND SERVICES ARE PROVIDED
ON AN "AS IS" BASIS. LICENSOR MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND ACCURACY, AND ALL
WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE DOCUMENTATION
MAY CONTAIN INFORMATION THAT IS CREATED BY OR FOR CUSTOMERS OR OTHER THIRD
PARTIES. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER OF REPRESENTATIONS
AND WARRANTIES SET FORTH HEREIN, AND NOTWITHSTANDING ANYTHING ELSE SET FORTH IN
THIS AGREEMENT OR OTHERWISE, LICENSOR DOES NOT GIVE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR ANY
INFORMATION THAT IS CREATED BY OR FOR THE CUSTOMERS OR OTHER THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACCURACY, RELEVANCY,