Common use of NDC Clause in Contracts

NDC. NDC represents, warrants, and covenants (for itself, and in the case of Section 15.1(b), for and on behalf of NDCHIS) to Medscape as follows: (a) NDC has full authority to enter into this Agreement, and the person signing on behalf of NDC is authorized to sign on NDC's behalf; (b) the license between NDC Health Information Services (Arizona) Inc., a wholly-owned subsidiary of NDC ("NDCHIS"), and the American Medical Association, dated as of January 1, 1998 (the "AMA License")(a true, complete and accurate copy of which has been previously provided to Medscape) is in full force and effect. Neither NDCHIS nor NDC is in breach or default, and upon giving effect to the AMA Sublicense, will not be in breach or default, of any of the material terms and conditions thereof. Upon receipt of AMA's consent to the terms of the AMA Sublicense (if required), NDCHIS will have the right and authority under the terms of the AMA License to sublicense its rights under the AMA License to Medscape pursuant to the terms of the AMA Sublicense. The terms of the AMA Sublicense do and shall comply in all respect with the terms or conditions specified with respect thereto in the AMA License, and upon execution of the AMA Sublicense by Medscape and NDCHIS, Medscape will be a duly authorized sublicensee of NDCHIS, in accordance with and subject to the terms thereof and the AMA License. (c) NDC is the owner, or has the right to use, license, reproduce, and distribute all materials and methodologies, including computer programs, used, licensed or supplied by NDC to Medscape; (d) NDC has the right to authorize Medscape to use, all materials supplied or licensed by NDC to Medscape pursuant to this Agreement;