Claims and infringements. 16.2.1 The Company Intellectual Property is not and so far as the Warrantors are aware will not be, the subject of a claim or opposition from any person (including an employee or former employee of the Company) as to title, validity, enforceability, entitlement or otherwise. 16.2.2 There is, and has been, no civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or any other dispute in any jurisdiction concerning any of the Company Intellectual Property to which the Company is or has been a party. No civil, criminal, arbitration, administrative or other proceeding concerning any of the Company Intellectual Property is pending or threatened by or against the Company. So far as the Warrantors are aware no fact or circumstance exists which might give rise to a proceeding of that type. 16.2.3 The activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this Agreement by the Company: (a) so far as the Warrantors are aware do not involve the unlicensed use of a third party's Intellectual Property or confidential information; (b) so far as the Warrantors are aware do not at the date of this Agreement, nor so far as the Warrantors are aware did they at the time carried out, used, manufactured, dealt in or supplied, infringe the Intellectual Property (including moral rights) of another person; and (c) have not given, and so far as the Warrantors are aware will not give, rise to a claim against the Company or a liability to pay compensation in relation to the Intellectual Property of a third party. 16.2.4 So far as the Warrantors are aware no third party has made, is making or is likely to make any unauthorised use of any of the Company Intellectual Property or so far as the Warrantors are aware has infringed or is infringing any Company Intellectual Property. 16.2.5 Neither the Company nor so far as the Warrantors are aware any other contracting party to any Intellectual Property Agreement or any other agreement in relation to the Company Intellectual Property is in breach of such agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Ultralife Corp)
Claims and infringements. 16.2.1 The Company Intellectual Property is not and and, so far as the Warrantors Sellers are aware will aware, is not reasonably likely to be, the subject of a claim or opposition from any person (including an employee or former employee of the Company) as to title, validity, enforceability, entitlement or otherwise.
16.2.2 There is, and has been, no civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or any other dispute in any jurisdiction concerning any of the Company Intellectual Property to which Property. So far as the Company is or has been a party. No Sellers are aware, no civil, criminal, arbitration, administrative or other proceeding concerning any of the Company Intellectual Property is pending or threatened by or against the Company. So far as the Warrantors Sellers are aware aware, no fact or circumstance exists which might reasonably be expected to give rise to a proceeding of that type.
16.2.3 The activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this Agreement agreement by the Company:
(a) so far as the Warrantors are aware do not involve the unlicensed use of a third party's ’s Intellectual Property or confidential information;
(b) so far as the Warrantors are aware do not at the date of this Agreementagreement, nor so far as the Warrantors are aware did they at the time carried out, used, manufactured, dealt in or supplied, infringe the Intellectual Property (including moral rights) of another person; and
(c) have not given, and so far as the Warrantors Sellers are aware will aware, is not reasonably likely to give, rise to a claim against the Company or a liability to pay compensation in relation to the Intellectual Property of a third partycompensation.
16.2.4 So far as the Warrantors are aware no No third party has made, is making or or, so far as the Sellers are aware, is likely to make any unauthorised use of any of the Company Intellectual Property or so far as the Warrantors are aware has infringed or is infringing any Company Intellectual Property.
16.2.5 Neither the Company nor so far as the Warrantors Sellers are aware aware, any other contracting party to any Intellectual Property Agreement or any other agreement in relation to the Company Intellectual Property is in material breach of such agreement.
Appears in 1 contract
Claims and infringements. 16.2.1 The So far as the Warrantors are aware, the Company Intellectual Property is not and so far as the Warrantors are aware and, will not be, be the subject of a claim or opposition from any person (including an employee or former employee of the Company) as to title, validity, enforceability, entitlement or otherwise.
16.2.2 There is, and has been, no civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or so far as the Warrantors are aware, any other dispute against the Company in any jurisdiction concerning any of the Company Intellectual Property (except that it is understood to which the Company is or has been a partyexclude proceedings issued but not yet served). No civil, criminal, arbitration, administrative or other proceeding concerning any of the Company Intellectual Property is pending or threatened by or against the Company. So far as the Warrantors are aware aware, no fact or circumstance exists which might give rise to a proceeding of that type.
16.2.3 The activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this Agreement agreement by the Company:
(a) so far as the Warrantors are aware 16.2.3.1 do not involve the unlicensed use of a third party's Intellectual Property or confidential information;
(b) so far as the Warrantors are aware 16.2.3.2 do not at the date of this Agreementagreement, nor so far as the Warrantors are aware did they at the time carried out, used, manufactured, dealt in or supplied, infringe the Intellectual Property (including moral rights) of another person; and
(c) 16.2.3.3 have not given, and and, so far as the Warrantors are aware aware, will not give, rise to a claim against the Company or a liability to pay compensation in relation to the Intellectual Property of a third partycompensation.
16.2.4 So far as the Warrantors are aware aware, no third party has made, is making or is likely to make any unauthorised use of any of the Company Intellectual Property or so far as the Warrantors are aware has infringed or is infringing any Company Intellectual Property.
16.2.5 Neither the Company nor so So far as the Warrantors are aware aware, neither the Company nor any other contracting party to any Intellectual Property Agreement or any other agreement in relation to the Company Intellectual Property is in breach of such agreement.
Appears in 1 contract