No Infringement by Company. Except as set forth on Section 4.20(e) of the Disclosure Schedule: (i) to the knowledge of the Company, there are no allegations, claims or notices to the effect that the conduct of the business of the Company or any Subsidiary, or any act, product or service thereof, has, does or may infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party or constitute unfair competition or unfair trade practices; and (ii) neither the Company nor any Subsidiary has obtained opinions or memoranda of counsel relating to infringement, validity or enforceability of any third party Intellectual Property Rights.
No Infringement by Company. The conduct of the Business as currently conducted and planned to be conducted by the Company, including without limitation the making, using, offering for sale, selling, distributing and/or importing of any Company Product does not and will not infringe, constitute contributory infringement, inducement to infringe, misappropriation or unlawful use of Intellectual Property Rights of any Person. Since January 1, 2014, no Person has asserted or threatened a claim, there are, to the knowledge of the Company, no facts that could give rise to a claim, nor has Company received any notification, that the Business or any Company Technology (or the any Intellectual Property Rights embodied in the Company Technology) infringes, constitutes contributory infringement, inducement to infringe, misappropriation or unlawful use of any Person’s Intellectual Property Rights. Since January 1, 2014, no Person has notified the Company that the Company requires a license to any Person’s Intellectual Property Rights and Company has not received any unsolicited written offer to license (or any other notice of) any Person’s Intellectual Property Rights. The Company has not obtained any non-infringement, freedom to operate, clearances or invalidity opinions from counsel (inside or outside counsel) regarding the Business or any Company Product.
No Infringement by Company. The products used, manufactured, marketed, sold (including services) or licensed by the Company, and all Intellectual Property used in the conduct of its business as currently conducted, do not infringe upon, violate or constitute the unauthorized use of any Intellectual Property rights of any third party. No litigation is now pending and, except as identified in Section 4.20(i) of the Disclosure Schedule, no notice or other claim has been received by the Company (i) alleging that the Company has engaged in any activity or conduct that infringes upon, violates or constitutes the unauthorized use of the Intellectual Property rights of any third party, including any contamination or misappropriation of Trade Secrets claims, or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or exclusively licensed by or to the Company. No Intellectual Property that is owned or licensed by the Company is subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Company or, in the case of Intellectual Property licensed by the Company to others, restricting the sale, transfer, assignment or licensing thereof by the Company to any Person.
No Infringement by Company. To Sellers’ Knowledge, the Owned Intellectual Property does not, Company’s use or commercial exploitation of the Owned Intellectual Property and Licensed Intellectual Property does not, and the conduct of the Business as currently conducted does not, infringe upon, misappropriate, dilute, violate or otherwise conflict with any Intellectual Property right of any Person. Neither Company nor any Seller has been notified by any Third Party of any allegation, claim or suggestion that either the Owned Intellectual Property, the Licensed Intellectual Property, the conduct of the Business or the development, manufacture, use or sale of any product, service, or method of the Business, might or does infringe upon, violate, or constitute the unauthorized use of the Intellectual Property rights of any Person. During the past Five (5) years, no Person has notified Company or any Seller that: (1) any of such Person’s Intellectual Property rights are infringed or misappropriated by Company or any Person practicing or using any such rights; or (2) Company requires a license to practice and use any of such Person’s Intellectual Property rights. Further, during the past Five (5) years, Company has not received any written offer to license any of such Person’s Intellectual Property rights. h.
No Infringement by Company. The operation of the business of the Acquired Companies as it is currently conducted and the Acquired Companies’ use of Company Intellectual Property and Intellectual Property Rights licensed to any Acquired Company in connection therewith, including the design, development, use, import, branding, advertising, promotion, marketing, manufacture, delivery, sale and licensing out of any Company Product, does not infringe or misappropriate, any Intellectual Property Rights of any Person, violate the Intellectual Property Rights of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under the Laws of any jurisdiction. Company has not received Written notice from any Person claiming that such operation or any Company Product, or any Technology used by the Acquired Companies, infringes or misappropriates any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction (nor does Company have Knowledge of any basis therefor). No Company Product, Company Intellectual Property or, to the Knowledge of Company, Intellectual Property Rights licensed to any Acquired Company, is subject to any proceeding or outstanding order or settlement agreement or stipulation that restricts in any manner the use, provision, transfer, assignment or licensing thereof by any Acquired Company or affects the validity, use or enforceability of such Company Product, Company Intellectual Property or Intellectual Property Rights licensed to any Acquired Company.
No Infringement by Company. The development, manufacture, importation, sale and support of the Company products, the provision of any services provided by Company, the technology or materials manufactured, used, sold, offered for sale, imported, distributed or other commercial exploitation of any technology or materials by Company and the conduct of the Business as currently conducted and, to the knowledge of Company, as contemplated by Company and the use of the Intellectual Property Assets by Company do not infringe upon, misappropriate, violate, dilute or constitute the unauthorized use of any valid and enforceable rights owned or controlled by any other person, including any Intellectual Property of any other person.
No Infringement by Company. The Company and the Company Subsidiaries do not have any knowledge of any written or substantiated oral allegations, facts or circumstances to the effect that the conduct of the business of the Company or any Company Subsidiary, or any act, product or service thereof, has, does or may infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third party or constitute unfair competition or unfair trade practices under the laws of any jurisdiction in which the Company or any Company Subsidiary conducts its business as of the Effective Time. Neither the Company nor any Company Subsidiary has obtained opinions or memoranda of counsel relating to infringement, validity or enforceability of any third party Intellectual Property Rights.
No Infringement by Company. To the knowledge of the Company, the operation of the business of Company and each of its Subsidiaries, including their products and services, does not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or unfair trade practices under the laws of any jurisdiction. Neither the Company nor any of its Subsidiaries has received any notice of patent, trademark or copyright infringement from any third party as of the date hereof (including “invitations” to take a license), and, to the knowledge of Company, there is no other assertion or threat from any third party, nor any reasonable basis therefor, that the operation of the business of Company or any of its Subsidiaries, or any of their products or services, infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction. Neither the Company nor any of its Subsidiaries has brought or has been a party to any claims, suits, arbitrations or other adversarial proceedings with respect to a third party’s Intellectual Property.
No Infringement by Company. There are no actual claims and to the best of the Vendor's knowledge, there are no threatened claims that the Company has now or ever infringed or wrongfully used, any Third Party Rights save as set out in the Disclosure Letter. To the best of the Vendor's knowledge the Company is not infringing, and has not infringed, any Third Party Rights.
No Infringement by Company. None of the services or products sold or licensed or services provided by Company, nor technology or materials used or distributed by Company, nor any other activities or operations of Company, infringes upon, misappropriates, violates, dilutes or constitutes the unauthorized use of, any rights owned or controlled by any third party, including any Intellectual Property of any third party.
