Infringement by Seller. To Seller's Knowledge, none of the Customer Offerings, or the Exploitation thereof by the Seller or any other activity of the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To Seller's Knowledge, none of the Internal Systems, or the Seller's past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received any complaint, claim or notice, or, To Seller's Knowledge, threat of any of the foregoing (including any notification that a license under any patent is or may be required), alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller has not received any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.
Infringement by Seller. Seller warrants that the Products manufactured by Seller and sold hereunder do not infringe any patent or copyright in the country of the installation site identified in the Quotation. If Purchaser receives a claim that any such Product, or parts thereof, infringe upon the rights of others under any U.S. patent or copyright Purchaser will notify the Seller in writing. As to all infringement claims relating to Products or parts manufactured by Seller or one of its affiliates:
(a) Purchaser will give Seller information, assistance and exclusive authority to evaluate, defend and settle such claims; and
(b) Seller will then, at its own expense, defend or settle such claims, procure for the Purchaser the right to use the Products, or remove or modify them to avoid infringement. If none of these alternatives is available on terms reasonable to Seller, then Purchaser will return the Products to Seller and Seller will refund to Purchaser the purchase price paid by the Purchaser less reasonable depreciation for Purchaser's use of the Products.
Infringement by Seller. Except as set forth on Section 2.12(e) of the Seller Disclosure Schedule, no material Legal Proceedings are pending or, to Seller’s Knowledge, threatened in writing, against Seller alleging that the past or current Exploitation of the Products by Seller in the Territory or any other activity of Seller in the Territory with respect to the conduct of the Business has infringed or violated, or constituted a misappropriation of, any material Intellectual Property right of any Third Party. In the past six (6) years, none of Seller’s past or current Exploitation of any Products by Seller, or any other activity undertaken by it with respect to the conduct of the Business infringes or violates, or constitutes a misappropriation of, in any material respect, any Intellectual Property rights of any Third Party.
Infringement by Seller. To the knowledge of the Seller, neither the Patent Rights included in the Acquired Assets nor the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of the Seller related thereto, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Subject to the foregoing sentence, none of the Acquired Assets, or the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of the Seller related thereto, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.9(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 Seller alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller 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 Seller. None of the Customer Offerings, or the past, current or currently contemplated Exploitation thereof by Seller, or by any reseller, distributor, customer or user thereof, or any other activity of Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property right of any third party. None of the Internal Systems, or Seller’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by Seller infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.17(e) of the Disclosure Schedule sets forth a true, correct and complete list of any complaint, claim or notice alleging any such infringement, violation or misappropriation, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by Seller and any request or demand for indemnification or defense received by Seller from any reseller, distributor, customer, user or any other third party; and Seller has provided to Buyer copies of all such complaints, claims, notices, requests, demands or threats.
Infringement by Seller. To the knowledge of the Seller, none of the Seller Owned Intellectual Property, or the Exploitation thereof by the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.8(b) of the Disclosure Schedule sets forth a true and correct list, as of the date of this Agreement, of any written complaint, claim or notice received by the Seller, or any pending proceedings which are known to Seller, alleging any such infringement, violation or misappropriation. To the knowledge of the Seller, there is no outstanding Order regarding the Seller Owned Intellectual Property affecting the Seller’s use of any of the Seller Owned Intellectual Property or any of its rights thereto.
Infringement by Seller. To Seller's knowledge, none of the Customer Offerings, or the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any Person. To Seller's knowledge, none of the Internal Systems, or the Seller's past or current Exploitation thereof, or the past or present conduct of the Business by the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any Person. Section 2.6(b) 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 Seller alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other Person; and Seller has made available to 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 Seller. None of the Customer Offerings, or the Exploitation thereof by the Seller or by any reseller, distributor, customer or user thereof, or any other activity of the Seller, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. None of the Internal Systems, or the Seller’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Seller has not received 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), alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller from any reseller, distributor, customer, user or any other third party; and the Seller has not received any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.
Infringement by Seller. None of the Customer Offerings, or the making, using, copying, preparing derivative works of, importing, offering to sell, sale or other distribution thereof by the Seller or its Subsidiary in the manner so done by the Seller and its Subsidiary or authorized use or distribution thereof by any reseller, distributor, customer or user thereof, or any other activity of the Seller or its Subsidiary in connection with the Customer Offerings, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. None of the Internal Systems (to the Knowledge of the Seller with respect to the Internal Systems provided by third parties), or the Seller’s or its Subsidiary’s use thereof, or any other activity undertaken by them in connection with the Business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 2.12(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 Seller or its Subsidiary with respect to the Business alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by the Seller or its Subsidiary with respect to the Business from any reseller, distributor, customer, user or any other third party; and the Seller has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats.
Infringement by Seller. (a) To Seller's knowledge, the development, production, use, marketing, licensing and sale of any of the Products does not and, if developed, produced, used, marketed, licensed and sold as currently contemplated by Seller, will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (i) of any patent or trademark held by any other person, or (ii) of any copyright, trade secret right or other intellectual property right held by any other person, and (iii) with respect to both clauses (i) and (ii), there have been no claims made with respect thereto; (b) to Seller's knowledge, the use of any of the IP by Buyer in connection with uses or products substantially similar to the uses currently made thereof by Seller or to the Products will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest held by any other person, and there have been no claims made with respect thereto; and (c) Seller has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights by Seller, the IP or the Products, or claiming that any other person has any claim of infringement with respect thereto.
