Common use of CERTAIN REPRESENTATIONS, WARRANTIES AND DISCLAIMERS Clause in Contracts

CERTAIN REPRESENTATIONS, WARRANTIES AND DISCLAIMERS. a. INTERGRAPH represents and warrants to HP that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses granted herein, and including without limitation the right to license the INTERGRAPH PATENTS asserted in the ACTIONS, and that, as of the EFFECTIVE DATE, INTERGRAPH is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against HP or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, and causes of action that are released and discharged by this AGREEMENT. INTERGRAPH represents and warrants that IHTC, Intergraph GmbH, and Z/I Imaging Corporation are each a SUBSIDIARY, as that term is defined in this AGREEMENT, of Intergraph Corporation. b. HP represents and warrants to INTERGRAPH that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses granted herein, and including without limitation the right to license the HP PATENTS asserted in the ACTIONS, and that, as of the EFFECTIVE DATE, HP is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against INTERGRAPH or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, and causes of action that are released and discharged by this AGREEMENT. HP represents and warrants that Hewlett-Packard Development Company and CPQ Holdings, Incorporated are both SUBSIDIARIES, as that term is defined in this AGREEMENT, of HP. c. The PARTIES each warrant and represent that each has the authority to dispose of and/or grant rights with respect to the claims, suits, causes of action, rights and/or interests which are the subject matter hereto, and that such claims, suits, causes of action, rights and/or interests, in their entirety or any portion thereof, have not been assigned, transferred, sold or otherwise encumbered. d. Nothing contained in this AGREEMENT is or shall be construed as: (i) a warranty or representation by either of the PARTIES to this AGREEMENT as to the validity, enforceability or scope of any of the INTERGRAPH PATENTS or the HP PATENTS; or (ii) a warranty or representation that any manufacture, sale, lease, use or other disposition of products will be free from infringement of any patent rights or other intellectual property rights of any third-party except with respect to the licenses granted pursuant to Section 4 of this AGREEMENT; or

CERTAIN REPRESENTATIONS, WARRANTIES AND DISCLAIMERS. a. INTERGRAPH IHTC represents and warrants to HP GATEWAY that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses license granted herein, and including without limitation the right to license the INTERGRAPH PATENTS asserted in the ACTIONS, herein and that, as of the EFFECTIVE DATEEffective Date, INTERGRAPH IHTC is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against HP GATEWAY or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, and causes of action that are released and discharged by this AGREEMENT. INTERGRAPH represents and warrants that IHTC, Intergraph GmbH, and Z/I Imaging Corporation are each a SUBSIDIARY, as that term is defined in this AGREEMENT, of Intergraph CorporationAgreement. b. HP GATEWAY represents and warrants to INTERGRAPH that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses granted herein, and including without limitation the right to license the HP PATENTS asserted in the ACTIONS, and IHTC that, as of the EFFECTIVE DATEEffective Date, HP GATEWAY is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against INTERGRAPH IHTC or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, demands and causes of action that are released and discharged by this AGREEMENT. HP represents and warrants that Hewlett-Packard Development Company and CPQ Holdings, Incorporated are both SUBSIDIARIES, as that term is defined in this AGREEMENT, of HPAgreement. c. The Each of the PARTIES each warrant hereto warrants and represent represents that each it has the authority to dispose of and/or grant rights with respect to the claims, suits, causes of action, rights and/or interests which are the subject matter hereto, and that such claims, suits, causes of action, rights and/or interests, in their entirety or any portion thereof, have not been assigned, transferred, sold or otherwise encumbered. d. Nothing contained in this AGREEMENT Agreement is or shall be construed as: (i) a warranty or representation by either of the PARTIES to this AGREEMENT Agreement as to the validity, enforceability or scope of any of the INTERGRAPH PATENTS or the HP PATENTS; or (ii) a warranty or representation that any manufacture, sale, lease, use or other disposition of products by GATEWAY will be free from infringement of any patent rights or other intellectual property rights of any third-party except with respect to the licenses license granted to GATEWAY pursuant to Section paragraph 4 of this Agreement; or (iii) an obligation to furnish any technical or other information or know-how. e. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATIONS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, AND/OR FITNESS FOR A PARTICULAR USE OR PURPOSE. f. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THIS AGREEMENT; or.

CERTAIN REPRESENTATIONS, WARRANTIES AND DISCLAIMERS. a. INTERGRAPH IHTC represents and warrants to HP GATEWAY that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses license granted herein, and including without limitation the right to license the INTERGRAPH PATENTS asserted in the ACTIONS, herein and that, as of the EFFECTIVE DATEEffective Date, INTERGRAPH IHTC is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against HP GATEWAY or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, and causes of action that are released and discharged by this AGREEMENT. INTERGRAPH represents and warrants that IHTC, Intergraph GmbH, and Z/I Imaging Corporation are each a SUBSIDIARY, as that term is defined in this AGREEMENT, of Intergraph CorporationAgreement. b. HP GATEWAY represents and warrants to INTERGRAPH that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses granted herein, and including without limitation the right to license the HP PATENTS asserted in the ACTIONS, and IHTC that, as of the EFFECTIVE DATEEffective Date, HP GATEWAY is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against INTERGRAPH IHTC or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, demands and causes of action that are released and discharged by this AGREEMENT. HP represents and warrants that Hewlett-Packard Development Company and CPQ Holdings, Incorporated are both SUBSIDIARIES, as that term is defined in this AGREEMENT, of HPAgreement. c. The Each of the PARTIES each warrant hereto warrants and represent represents that each it has the authority to dispose of and/or grant rights with respect to the claims, suits, causes of action, rights and/or interests which are the subject matter hereto, and that such claims, suits, causes of action, rights and/or interests, in their entirety or any portion thereof, have not been assigned, transferred, sold or otherwise encumbered. d. Nothing contained in this AGREEMENT Agreement is or shall be construed as: (i) a warranty or representation by either of the PARTIES to this AGREEMENT Agreement as to the validity, enforceability or scope of any of the INTERGRAPH PATENTS or the HP PATENTS; or (ii) a warranty or representation that any manufacture, sale, lease, use or other disposition of products by GATEWAY will be free from infringement of any patent rights or other intellectual property rights of any third-party except with respect to the licenses license granted to GATEWAY pursuant to Section paragraph 4 of this AGREEMENTAgreement; oror (iii) an obligation to furnish any technical or other information or know-how. e. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATIONS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, AND/OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

CERTAIN REPRESENTATIONS, WARRANTIES AND DISCLAIMERS. a. INTERGRAPH represents and warrants to HP that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses granted herein, and including without limitation the right to license the INTERGRAPH PATENTS asserted in the ACTIONS, and that, as of the EFFECTIVE DATE, INTERGRAPH is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against HP or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, and causes of action that are released and discharged by this AGREEMENT. INTERGRAPH represents and warrants that IHTC, Intergraph GmbH, and Z/I Imaging Corporation are each a SUBSIDIARY, as that term is defined in this AGREEMENT, of Intergraph Corporation. b. HP represents and warrants to INTERGRAPH that it has the right to enter into this AGREEMENT, including but not limited to the grant of the rights and licenses granted herein, and including without limitation the right to license the HP PATENTS asserted in the ACTIONS, and that, as of the EFFECTIVE DATE, HP is not aware of any claims, demands or causes of action it or its SUBSIDIARIES could file or otherwise assert against INTERGRAPH or any of its SUBSIDIARIES or AFFILIATES other than the claims, demands, and causes of action that are released and discharged by this AGREEMENT. HP represents and warrants that Hewlett-Packard Development Company and CPQ Holdings, Incorporated are both SUBSIDIARIES, as that term is defined in this AGREEMENT, of HP. c. The PARTIES each warrant and represent that each has the authority to dispose of and/or grant rights with respect to the claims, suits, causes of action, rights and/or interests which are the subject matter hereto, and that such claims, suits, causes of action, rights and/or interests, in their entirety or any portion thereof, have not been assigned, transferred, sold or otherwise encumbered. d. Nothing contained in this AGREEMENT is or shall be construed as: (i) a warranty or representation by either of the PARTIES to this AGREEMENT as to the validity, enforceability or scope of any of the INTERGRAPH PATENTS or the HP PATENTS; or (ii) a warranty or representation that any manufacture, sale, lease, use or other disposition of products will be free from infringement of any patent rights or other intellectual property rights of any third-party except with respect to the licenses granted pursuant to Section 4 of this AGREEMENT; oror (iii) an obligation to furnish any technical or other information or know-how. e. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATIONS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, AND/OR FITNESS FOR A PARTICULAR USE OR PURPOSE.