Agreements; No Infringement Sample Clauses

Agreements; No Infringement. All of the Incorporated Software is properly licensed to the Seller, as specified on Schedule 2.13(a), under a user license or a software development agreement. The Software does not incorporate any software not listed on Schedule 2.13(a). Except as described in Schedule 2.13(a), to the knowledge of the Seller, the Intellectual Property does not infringe on any patents or copyrights of any Person and neither the Software (and related Intellectual Property) as licensed, sublicensed or sold by the Seller, nor any patents, formulae, processes, knowledge, trade secrets, trademarks, trade names, assumed names, copyrights, or designations used by the Seller or the Software, infringe on any trademark or other intellectual property rights of any Person, or violate the terms of any agreements listed on Schedule 2.13(b), or on any other Schedule attached hereto. Except as set forth in Schedule 2.13(c), the Seller has no knowledge of any asserted claims of third parties to the ownership of any of the Intellectual Property, or a reasonable basis therefor nor is there any pending or, to the Seller's knowledge, threatened claim against the Seller contesting the validity of or its right to use any of the Intellectual Property. Except as set forth in Schedule 2.13(c), in developing the Software the Seller has not incorporated any software programs or features copyrighted to any other Person.
Sample 1
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Agreements; No Infringement. All of the Incorporated Software which is computer software is properly licensed to the Company under a user license or a software development agreement. All other such Intellectual Property (if obtained from third parties) is likewise properly available to the Company. The Software does not incorporate any software not listed on Schedule 5.10(a). Except as described in Schedule 5.10(c), to the knowledge of the Stockholder, the Intellectual Property does not infringe on any patents or copyrights of any Person and neither the Software (and related Intellectual Property) as licensed, sublicensed or sold by the Company (including all license, maintenance, service, purchase, and other agreements with customers, complete copies of which have been provided to IMNET ("Customer Agreements")), nor any patents, formulae, processes, knowledge, trade secrets, trademarks, trade names, assumed names, copyrights, or designations used by the Company specifically with regard to the Customer Agreements or the Software, infringe on any trademark or other intellectual property rights of any Person, or violate the terms of any agreements listed on Schedule 5.10(b), or on any other Schedule attached hereto. Except as set forth in Schedule 5.10(c), neither the Company nor the Stockholder has any knowledge of any asserted claims of third parties to the ownership of any of the Intellectual Property, or a reasonable basis therefor nor is there any pending or, to the Company's and the Stockholder's knowledge, threatened claim against the Company or the Stockholder contesting the validity of or their right to use any of the Software or the Intellectual Property. Except as set forth in Schedule 5.10(c), in developing the Software neither the Company nor the Stockholder incorporated any software programs or features copyrighted to any other Person.
Sample 1
Agreements; No Infringement. All of the Incorporated Software is properly licensed to the Company under a user license or a software development agreement. The Software does not incorporate any software not listed on Schedule 5.10(a). Except as described in Schedule 5.10(c), to the knowledge of the Company and the Stockholders, the Intellectual Property does not infringe on any patents or copyrights of any Person and neither the Software (and related Intellectual Property) as licensed, sublicensed or sold by the Company (including all license, maintenance and other agreements with customers, complete copies of which have been provided to IMNET ("Customer Agreements")), nor any patents, formulae, processes, knowledge, trade secrets, trademarks, trade names, assumed names, copyrights, or designations used by the Company specifically with regard to the Customer Agreements or the Software, infringe on any trademark or other intellectual property rights of any Person, or violate the terms of any agreements listed on Schedule 5.10(b), or on any other Schedule attached hereto. Except as set forth in Schedule 5.10(c), neither the Company nor any of the Stockholders has any knowledge of any asserted claims of third parties to the ownership of any of the Intellectual Property, or a reasonable basis therefor nor is there any pending or, to the Company's and the Stockholders' knowledge, threatened claim against the Company or the Stockholders contesting the validity of or their right to use any of the Software or the Intellectual Property. Except as set forth in Schedule 5.10(c), in developing the Software neither the Company nor any of the Stockholders incorporated any software programs or features copyrighted to any other Person.
Sample 1

Related to Agreements; No Infringement

  • No Infringement To the best of the Company's Knowledge, the Company has not violated or infringed, and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Proprietary Asset of any other person or entity.

  • Other Infringement The Parties shall mutually agree on a case-by-case basis (A) whether to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of any Patent Right that is not a Relevant Patent Right, (B) which Party would bring (or defend) and control such action, and (C) how the expenses of, and any recovery from, any such action would be allocated.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Non-Infringement Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rights.

  • No Infringement of Third Party IP Rights Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person or constituted unfair competition or trade practices under the laws of any jurisdiction, and when conducted in substantially the same manner after the date of this Agreement will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, including patents issuing on patent applications filed as of the date of this Agreement, or constitute unfair competition or trade practices under the laws of any jurisdiction (except to the extent due to Company’s ownership by Buyer or its affiliates). Without limiting the generality of the foregoing: (i) no product or service ever produced, distributed, used, provided or sold by or on behalf of the Company or any Subsidiary has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the laws of any jurisdiction; (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule); and (v) no Action involving any Licensed IP is pending or has been threatened, except for any such Action that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, hosting, delivery or sale of any Company Product. Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible infringement, misappropriation, violation or unlawful use of another Person’s Intellectual Property Rights or the validity or enforceability of another Person’s Intellectual Property Rights.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Patent Infringement 3.1 Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected.

  • No Third Party Infringement To the Knowledge of the Company, no person has or is infringing or misappropriating any material Company Owned Intellectual Property.

  • Intellectual Property Infringement To the knowledge of the Company and the Operating Partnership and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor any of its Subsidiaries has received notice of a claim by a third party to the contrary, except for any such notice that would not reasonably be expected to have a Material Adverse Effect.

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