Common use of Representations and Disclaimers Clause in Contracts

Representations and Disclaimers. (a) Array and Comdial each represent and warrant that the Patents set forth on Schedule 1 and the Know-How set forth on Schedule 2 accurately list all of the Intellectual Property owned by Array that has been duly registered with, filed in, or issued by, as the case may be, the United States Patent and Trademark Office. Array owns the entire right, title, and interest in and to the Patents and the Know-How, including without limitation the exclusive right to use and license the same. To the knowledge of Array, no Person, as defined in the Strategic Alliance Agreement, is infringing upon any of the Patents or the Know-How. (b) The Intellectual Property constitutes all of the intellectual property necessary to conduct the business and operations of Array as conducted as of the Effective Date. To the knowledge of Array, there is no basis for any claim of infringement by any Person, as defined in the Strategic Alliance Agreement, with regard to any of the Intellectual Property. (c) Notwithstanding the foregoing, neither Array nor Comdial represents or warrants that: (i) the Intellectual Property is suitable for use in connection with Products or Services; (ii) use of the Intellectual Property will enable ePHONE to obtain specific results; (iii) the Intellectual Property does not infringe the rights of third parties; or (iv) use of the Intellectual Property will not cause any loss, damage, or injury. ePHONE will use the Intellectual Property at its own risk and neither Array nor Comdial shall be responsible for any Products or Services provided through the use of the Intellectual Property or for any other exploitation of the Intellectual Property.