Infringement by Company. To the specific knowledge of the Company, none of the Company, any Company Subsidiary, or any Company Product infringes, misappropriates, or otherwise violates any Intellectual Property Rights of any person or constitutes unfair competition or trade practices under the Laws of any jurisdiction where such infringement, misappropriation, or violation would, individually or in the aggregate, be material to the Company and the Company Subsidiaries taken as a whole. Within 24 months prior to date hereof, neither the Company nor any Company Subsidiary has received any Claim, or notice of any Action, alleging any of the foregoing.
Infringement by Company. To the knowledge of the Company, none of the Customer Offerings, or the past, current or contemplated Exploitation thereof by the Company or the Subsidiaries or the past, current or contemplated Exploitation thereof by any reseller, distributor, customer or user thereof as permitted by the Company or any of the Subsidiaries, or any other activity of the Company or any of the Subsidiaries, infringes or violates, or constitutes a misappropriation of or otherwise adverse act against, any Intellectual Property rights of any third party. To the knowledge of the Company, none of the Internal Systems that constitute Company Owned Intellectual Property, or the Company’s or any Subsidiary’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with their respective businesses (and any past, current or currently contemplated Exploitation thereof), or any activity undertaken by the Company or any Subsidiary in connection with their respective businesses, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. There is no written complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company or any Subsidiary alleging any such infringement, violation or misappropriation and any written request or demand for indemnification or defense received by the Company or any Subsidiary from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.
Infringement by Company. The conduct of the Company Business does not infringe, misappropriate, or otherwise violate the Intellectual Property Rights of a third party, except where such infringement, misappropriation, or violation would not reasonably be expected to be material to the Company and the Subsidiary, taken as a whole. Neither the Company nor the Subsidiary has received written notice of a claim that the conduct of the Company Business infringes, misappropriates, or otherwise violates the Intellectual Property Rights of a third party.
Infringement by Company. None of the Company, any Company Subsidiary, or any Company Product, infringes, misappropriates, uses or discloses without authorization, or otherwise violates any Intellectual Property Rights of any person or constitutes unfair competition or trade practices under the Law of any jurisdiction. Since June 1, 2004, Company and its Subsidiaries have not received any Claim or notice of any related Action relating to any of the foregoing and, to the knowledge of Company, there are no facts, circumstances or information that would reasonably be expected to be the basis for such a Claim (other than any Claim finally resolved prior to June 1, 2006). Since June 1, 2004, neither the Company nor any Company Subsidiaries has received any written communication inviting the Company of its Subsidiaries to take a license, authorization, covenant not to xxx or the like with respect to Intellectual Property Rights, other than in connection with licenses granted to Company or the Company Subsidiaries in the ordinary course of business and not related to any infringement or other violation by the Company or any Company Subsidiary (other than any Claim finally resolved prior to June 1, 2006).
Infringement by Company. Neither the Product nor the past, current, or future contemplated Exploitation thereof by the Company or the past, current, or future contemplated Exploitation thereof by any reseller, distributor, customer or user thereof as permitted by the Company, or any other activity of the Company, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party or constitutes unfair competition or trade practices under the laws of any jurisdiction. To the Company’s knowledge, none of the Internal Systems, or the Company’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by the Company in connection with its business (and any past, current or currently contemplated Exploitation thereof, or any activity undertaken by the Company in connection with its business), infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party or constitutes unfair competition or trade practices under the laws of any jurisdiction. Section 2.12(e) of the Disclosure Schedule lists any complaint, claim or notice, or written threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Company from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.
Infringement by Company. To the knowledge of the Company, none of the Company, any Company Subsidiary, or any Company Product infringes, misappropriates, uses or discloses without authorization, or otherwise violates any Intellectual Property Rights of any person, except where such infringement, misappropriation, or use or disclosure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since January 6, 2008, the Company and the Company Subsidiaries have not received any written notice of any Action relating to any of the foregoing and, to the knowledge of Company, there are no facts, circumstances or information that would be the basis for such Action (other than any Action finally resolved prior to January 4, 2009). Since January 6, 2008, neither the Company nor any Company Subsidiary has received any written communication inviting the Company or any Company Subsidiary to take a license, covenant not to xxx, or the like with respect to a Third Party’s Intellectual Property Rights, other than in connection with licenses or covenants not to xxx granted to Company or the Company Subsidiaries in the ordinary course of business and not related to any infringement or other violation by the Company or any Company Subsidiary (other than any Action finally resolved prior to January 4, 2009).
Infringement by Company. Except as set forth in Section 2.1(h) of the Disclosure Schedule, to the knowledge of the Company, no Intellectual Property owned, sold, licensed or employed by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries contemplates owning, selling, licensing or employing, infringes upon intellectual property that is owned or licensed by others.
Infringement by Company. The operation of the business of the Company and the Company Subsidiaries as such business currently is conducted or is currently contemplated to be conducted, including, without limitation, the design, development, manufacture, use, import, sale licensing or other exploitation other of Company Products, does not, and will not, infringe or misappropriate any Intellectual Property Rights of any Third Party (provided, however, that with respect to Patents, such representation is made only to the Knowledge of the Company). Since January 1, 2011, Company and the Company Subsidiaries have not received any written notice of any Action alleging that the Company or any Company Subsidiary has infringed, misappropriated, used or disclosed without authorization or otherwise violated any Intellectual Property Rights of any person, or that any Company Product infringes, misappropriates, uses or discloses without authorization, or otherwise violates any Intellectual Property Rights of any person and, to the knowledge of Company, there are no facts, circumstances or information that would be the basis for such Action (other than any Action finally resolved prior to January 1, 2014). Since January 1, 2011, neither the Company nor any Company Subsidiary has received any written communication inviting the Company or any Company Subsidiary to take a license, covenant not to xxx, or the like with respect to a Third Person’s Intellectual Property Rights, other than in connection with licenses or covenants not to xxx granted to Company or the Company Subsidiaries in the ordinary course of business and not related to any infringement or other violation by the Company or any Company Subsidiary (other than any Action finally resolved prior to January 1, 2014).
Infringement by Company. None of the Customer Offerings, or the Exploitation thereof by the Company or its Subsidiaries infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. None of the Internal Systems, or the Company’s or any Subsidiary’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the business of the Company and its Subsidiaries, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.13(e) of the Disclosure Schedule lists any complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company or any Subsidiary alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Company or any Subsidiary from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.
Infringement by Company. None of the Customer Offerings, Internal Systems or Company Intellectual Property, or the past, current or currently planned (within 12 months after the Closing, as if the Merger had not occurred) Exploitation thereof by the Company or by any Customer or user thereof, or any other activity undertaken by them in connection with the business of the Company, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.13(e) of the Disclosure Schedule lists any complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Company from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.
