Absence of Claims; Non-infringement. (i) No proceedings, claims, or actions have been instituted or are pending against the Company or any Company Subsidiary, or, to the knowledge of the Company, are threatened, that challenge the Company’s or any Company Subsidiary’s ownership of or right to practice the Material Intellectual Property; (ii) no interference, opposition, reissue, reexamination, or other similar proceeding is or has been pending or, to the knowledge of the Company, threatened, in which the scope, validity, or enforceability of any of the Material Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged; (iii) to the Company’s knowledge, neither the Company’s or any Company Subsidiary’s past or present research, development, use, manufacture or provision of the Company Product, nor the conduct of the Business as currently conducted, infringes or would infringe upon any issued and unexpired patent rights or published patent applications (assuming patents were issued in the form published) owned or controlled by any Third Party anywhere in the world; (iv) the Company has not received any written notice alleging the invalidity or unenforceability of the Material Intellectual Property (excluding, for clarity, all correspondence with patent authorities with respect to ordinary course patent prosecution activities), or any misappropriation of any other Person’s trade secret rights by the research, development, manufacture or use of the Company Product; (v) no Person has notified the Company that it is claiming any ownership of or right to use any Material Intellectual Property other than the Company’s licensors of such Material Intellectual Property; (vi) the Material Intellectual Property is not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Entity affecting adversely the rights of the Company or any Company Subsidiary with respect thereto (excluding communications and decisions made in the ordinary course of patent prosecution); and (vii) to the knowledge of the Company, no Person has infringed upon or misappropriated any of the Material Intellectual Property, or is currently doing so.
Absence of Claims; Non-infringement. To the knowledge of the Company, neither the conduct of the Business nor the design, manufacture, use, distribution or sale of the Company Products by the Company or any Company Subsidiary infringes, misappropriates or otherwise violates the Intellectual Property Rights of any other Person. No Proceedings have been instituted in the last three years or are pending, or to the knowledge of the Company are threatened against, the Company or any Company Subsidiary, that challenge the Company’s or any Company Subsidiary’s ownership of Owned Intellectual Property or right to use the Licensed Intellectual Property. To the knowledge of the Company, no interference, opposition, reissue, reexamination, or other similar proceeding is or has been pending or, to the knowledge of the Company, threatened, in which the scope, validity, or enforceability of any of the Owned Intellectual Property is being or has been, contested or challenged. Since May 31, 2009, the Company has not received any written notice alleging the invalidity or unenforceability of the Owned Intellectual Property (excluding, for clarity, all correspondence with patent authorities with respect to ordinary course patent prosecution activities), or any misappropriation of any other Person’s Trade Secrets by the research, development, manufacture, use, distribution or sale of any Company Product. Since May 31, 2009, no Person has notified the Company that it is claiming any ownership of or right to use any Owned Intellectual Property. The Owned Intellectual Property is not subject to any outstanding Order of an arbitrator or court or other Governmental Entity affecting adversely the rights of the Company or any Company Subsidiary with respect thereto (excluding communications and decisions made in the ordinary course of patent prosecution). To the knowledge of the Company, no Person has infringed upon, misappropriated or otherwise violated any rights in or to any of the Material Intellectual Property, or is currently doing so.
Absence of Claims; Non-infringement. No proceedings, claims, or actions are pending against the Company or any Company Subsidiary, or, to the knowledge of the Company, are threatened, that challenge the right of the Company or any Company Subsidiary with respect to the use, validity, registrability, enforceability or ownership of the Owned Material Intellectual Property (or, to the knowledge of the Company, any other Material Intellectual Property). No interference, opposition, reissue, reexamination, inventorship challenges, nullity proceedings, inter partes reviews, post grant reviews, covered business method reviews, derivation proceedings, or other proceeding is pending or, to the knowledge of the Company, threatened, in which the scope, validity, or enforceability of any of the Material Intellectual Property owned by the Company is being contested or challenged. To the knowledge of the Company, neither the Company’s or any Company Subsidiary’s past nor present use of the Material Intellectual Property, manufacture, offer for sale, sale, license, import or other disposition of any Company Product, or other conduct of the business of the Company or any Company Subsidiary, infringes or misappropriates, violates or otherwise conflicts with, or constitutes any contributory infringement, inducement to infringement or misappropriation or violation of, the rights of any other Person anywhere in the world. The Company has not received any written notice, nor has there been any claim, action, suit, proceeding or investigation pending, or to the knowledge of the Company threatened (including “cease and desist” letters and written invitations to take a patent license), alleging the invalidity of, or limitation on, the Company’s or any Company Subsidiary’s right to use, any of the Material Intellectual Property, or the alleged infringement, misappropriation or other violation of any rights of others by the Company or any Company Subsidiary. Neither the Company nor any of the Company Subsidiaries has asserted or threatened a claim, action, suit, proceeding or investigation (including “cease and desist” letters and written invitations to take a patent license) against any third party alleging infringement, misappropriation or violation of any Owned Material Intellectual Property. No Person has notified the Company in writing that it is claiming any ownership of or right to use any Owned Material Intellectual Property, except as to those Intellectual Property Rights jointly owned with another Person as ...
Absence of Claims; Non-infringement. To the Company’s knowledge, the Company is not aware of any claim by any third party that the businesses of the Company or the Company Subsidiaries infringe upon the proprietary rights of others, nor, to the Company’s knowledge, do the current products or services of the Company or the Company Subsidiaries infringe the Intellectual Property Rights of any third party; and, except as otherwise disclosed under the heading “Legal Proceedings” in the Company SEC Reports filed prior to the date hereof, neither the Company nor any Company Subsidiary has received any charge, complaint, claim, demand, or notice alleging any interference, infringement, misappropriation, or conflict that the businesses of the Company or the Company Subsidiaries infringe upon the proprietary rights of others (including any claim that the Company, a Company Subsidiary or any of their affiliates must license or refrain from using any Intellectual Property Rights). To the Company’s knowledge, no third party has infringed upon any of the Company-Owned Proprietary Rights, or asserted any competing claim of right to use or own any of, the Company-Owned Proprietary Rights.
Absence of Claims; Non-infringement. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and except as set forth in Section 4.18.2 of the Parent Disclosure Schedule: (A) no proceedings, claims, or actions have been instituted or are pending against Parent or any Parent Subsidiary, or, to the knowledge of Parent, are threatened, that challenge the right of Parent or any Parent Subsidiary with respect to the use or ownership of the Parent Material Intellectual Property; (B) no interference, opposition, reissue, reexamination, or other proceeding is or has been pending or, to the knowledge of Parent, threatened, in which the scope, validity, or enforceability of any of the Parent Material Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged; (C) to the knowledge of Parent, neither Parent’s or any Parent Subsidiary’s past nor present use of the Parent Material Intellectual Property infringes upon or misappropriates, breaches or otherwise conflicts with the rights of any other person anywhere in the world; (D) Parent has not received any notice alleging, and otherwise has no knowledge of, the invalidity of, or limitation on Parent’s or any Parent Subsidiary’s right to use, any of the Parent Material Intellectual Property, or the alleged infringement, misappropriation or breach of any rights of others by Parent or any Parent Subsidiary; (E) no person has notified Parent or any Parent Subsidiary that it is claiming any ownership of or right to use any Parent Material Intellectual Property; (F) the Parent Material Intellectual Property is not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Entity affecting the rights of Parent or any Parent Subsidiary with respect thereto; and (G) to the knowledge of Parent, no person has interfered with, infringed upon or misappropriated any of the Parent Material Intellectual Property, or is currently doing so.
Absence of Claims; Non-infringement. No Actions have been instituted or are pending against Seller, or, to the Knowledge of Seller, are threatened, that challenge the right of Seller with respect to the use or ownership of the Product IP owned by Seller. Without limiting the foregoing, no interference, opposition, reissue, reexamination, or other proceeding is or has been pending or, to the Knowledge of Seller, threatened, in which the scope, validity, or enforceability of any of the Registered Seller IP is being or has been contested or challenged. To the Knowledge of Seller, Seller’s present use of Product IP owned by Seller does not infringe upon or misappropriate, breach or otherwise conflict with the rights of any other Person anywhere in the world. Seller has not received any notice alleging, and otherwise has no Knowledge of (i) the invalidity of or any limitation on Seller’s right to use any of the Product IP owned by Seller or (ii) the alleged infringement or misappropriation of any Intellectual Property Rights of others by Seller in connection with the Products. Except as set forth in Schedule 3.10(d), the Product IP owned by Seller is not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other governmental authority affecting the rights of Seller with respect thereto.
Absence of Claims; Non-infringement. No claim or Legal Proceeding has been instituted or is pending against the Company, or, to the knowledge of the Company, is threatened, that challenges the right of the Company with respect to the use or ownership of the Intellectual Property Rights or Technology of the Company. Without limiting the foregoing, no interference, opposition, reissue, reexamination, Legal Proceeding or other proceeding is, or has been pending since January 1, 2001, or, to the best of the Company’s knowledge, threatened and not fully resolved, in which the scope, validity or enforceability of any of the Company’s Intellectual Property Rights is being, has been since January 1, 2001, or would reasonably be expected to be contested or challenged. Neither the Company’s past nor present use of the Intellectual Property Rights or Technology owned by the Company infringes upon, misappropriates, breaches or otherwise conflicts with the rights of any other Person anywhere in the world. The Company has not received any notice alleging, and otherwise has no knowledge of (A) the invalidity of, or any limitation on the Company’s right to use, any of the Intellectual Property Rights or Technology owned by the Company or of (B) the alleged infringement, misappropriation or breach of any Intellectual Property Rights of others by the Company. The Intellectual Property Rights and Technology owned by the Company are not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator, court or other governmental authority affecting the rights of the Company with respect thereto. To the knowledge of the Company, no Person has interfered with, infringed upon or misappropriated any of the Company’s Intellectual Property Rights, or is currently doing so.
Absence of Claims; Non-infringement. No proceedings, claims, or actions have been instituted or are pending against the Company or any Company Subsidiary, or, to the knowledge of the Company, are threatened, that challenge the right of the Company or any Company Subsidiary with respect to the use or ownership of the Company Intellectual Property, or alleging that the Company or any Company Subsidiaries are infringing, misappropriating, diluting or otherwise violating the Intellectual Property Rights of any Person. To the knowledge of the Company, neither the Company nor any Company Subsidiary is infringing, misappropriating, diluting or otherwise violating the Intellectual Property Rights of any Person. To the knowledge of the Company, no Person is infringing, misappropriating, diluting or otherwise violating the Company Intellectual Property, and neither the Company nor any Company Subsidiary has instituted or threatened to institute any proceeding, claim or action against any Person with respect to the foregoing.
Absence of Claims; Non-infringement. No claim or legal proceeding has been instituted or is pending against the Company, or, to the knowledge of the Company, is threatened, that challenges the right of the Company with respect to the use or ownership of the Company Intellectual Property Rights or Company Technology. Without limiting the foregoing, no interference, opposition, reissue, reexamination, legal proceeding or other proceeding is or has been pending or, to the best of the Company’s knowledge, threatened, in which the scope, validity or enforceability of any of the Company Intellectual Property Rights is being, has been or could reasonably be expected to be contested or challenged. The Company’s past and present use of the Company Intellectual Property Rights or Company Technology does not infringe upon, misappropriate, breach or otherwise conflict with the rights of any other Person anywhere in the world. The Company has not received any notice alleging, and otherwise has no knowledge of (A) the invalidity of, or any limitation on the Company’s right to use, any of the Company Intellectual Property Rights or Company Technology or of (B) the alleged infringement, misappropriation or breach of any Intellectual Property Rights of others by the Company. The Company Intellectual Property Rights and Company Technology are not subject to any judgment, decree, order, writ, award, injunction or determination of an arbitrator, court or other governmental authority affecting the rights of the Company with respect thereto. To the knowledge of the Company, no person has interfered with, infringed upon or misappropriated any of the Company Intellectual Property Rights, or is currently doing so.
Absence of Claims; Non-infringement. No proceedings, claims, or actions have been instituted or are pending against Seller, or, to the Knowledge of Seller, are threatened, that challenge the right of Seller with respect to the use or ownership of the Business IP. Without limiting the foregoing, no interference, opposition, reissue, reexamination, or other proceeding is or has been pending or, to the Knowledge of Seller, threatened, in which the scope, validity, or enforceability of any of Seller’s Intellectual Property Rights relating to the operation of the Business is being, has been, or could reasonably be expected to be contested or challenged. To the Knowledge of Seller, neither Seller’s past nor present use of Business IP owned or licensed by Seller infringes upon or misappropriates, breaches or otherwise conflicts with the rights of any other Person anywhere in the world. Seller has not received any notice alleging, and otherwise has no knowledge of (i) the invalidity of or any limitation on Seller’s right to use any of the Business IP or (ii) the alleged infringement or misappropriation of any Intellectual Property Rights of others by Seller in connection with the conduct of the Business. Except as set forth in Schedule 3.17(e), the Business IP is not subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other governmental authority affecting the rights of Seller with respect thereto. To the knowledge of Seller and, except as set forth in Schedule 3.17(e), no Person has interfered with, infringed upon or misappropriated any of Seller’s Business IP, or is currently doing so.
