Common use of Representations and Warranties of SGI Clause in Contracts

Representations and Warranties of SGI. SGI makes the following representations and warranties to RMI, each of which survive the closing: (a) SGI has full right and authority to enter into this Sublicense Agreement; (b) SGI will exercise its best efforts and good faith to commercialize the Technology for the applications described herein; and (c) SGI will not, during the term of this Agreement and for a period of one (1) year thereafter, compete with the Technology, whether for the Sublicensed Applications sublicensed hereunder or other uses. For purposes hereof, competition shall mean designing, developing, marketing, commercializing or manufacturing any product or any Technology which has a use or function similar to that served or which may be served by the Technology being sublicensed hereunder (the "Competitive Activity") or serving as an Officer, Director, Owner, Partner, Shareholder, Agent or Employee of any such entity engaged in such Competitive Activity.