Common use of Infringement, etc Clause in Contracts

Infringement, etc. Except as set forth in Section 3.18(b) of the ----------------- Company Disclosure Schedule, (i) no royalty or other payment by the Company to any third party is required to use any Proprietary Right described in Section 3.18(a) of the Company Disclosure Schedule; (ii) all Proprietary Rights described in Section 3.18(a) above are valid and in full force and effect; (iii) no such Proprietary Right used by the Company infringes valid rights of any third party and there are no (1) pending or, to the knowledge of the Company or the Stockholders, threatened Actions or (2) to the knowledge of the Company or the Stockholders, pending or threatened Investigations in which any such infringement is alleged except where the outcome of such infringement would not reasonably be expected to have a Material Adverse Effect; (iv) to the knowledge of the Company and the Stockholders, none of the Proprietary Rights used or owned by the Company is being infringed by any third party; and (v) to the knowledge of the Company and the Stockholders, no Stockholder and no officer, director or employee of the Company owns or has any interest in any Proprietary Right or trade secret, process, invention or know-how used by the Company in the conduct of its business.

Infringement, etc. Except as set forth in Section 3.18(b4.17(b) of the ----------------- Company Purchaser Disclosure Schedule, (i) no royalty or other payment by the Company Purchaser to any third party is required to use any Proprietary Right described in Section 3.18(a4.17(a) of the Company Purchaser Disclosure Schedule; (ii) all Proprietary Rights described in Section 3.18(a4.17(a) above are valid and in full force and effect; (iii) no such Proprietary Right used by the Company Purchaser infringes valid rights of any third party and there are no (1) pending or, to the knowledge of the Company or the StockholdersPurchaser, threatened Actions or (2) to the knowledge of the Company or the StockholdersPurchaser, pending or threatened Investigations in which any such infringement is alleged except where the outcome of such infringement would not reasonably be expected to have a Material Adverse Effect; (iv) to the knowledge of the Company and the StockholdersPurchaser, none of the Proprietary Rights used or owned by the Company Purchaser is being infringed by any third party; and (v) to the knowledge of the Company and the StockholdersPurchaser, no Stockholder and no officer, director or employee of the Company Purchaser owns or has any interest in any Proprietary Right or trade secret, process, invention or know-how used by the Company Purchaser in the conduct of its business.