No Infringement by the Company. To the Knowledge of the Company, the products used, manufactured, marketed, sold or licensed by the Company, and all Intellectual Property used in the conduct of the Company's business as currently conducted, do not infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party, including any Intellectual Property of any third party.
No Infringement by the Company. The operation of the Company Business including all products used, manufactured, marketed, sold or licensed by the Company, and all Intellectual Property used in the conduct of the Company Business as currently conducted, do not, and will not following the Closing when conducted in the same manner as conducted prior to the Closing, infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party, including any Intellectual Property of any third party. No litigation is now, or since incorporation of Company has been, pending and no notice or other claim has been received by the Company, (A) 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 (B) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or exclusively licensed by or to the Company.
No Infringement by the Company. The operation of the business of the Company as currently conducted and, with respect to Future Products, as currently proposed by the Company to be conducted, including the design, development, use, import, branding, advertising, promotion, marketing, manufacture, delivery, sale and licensing out of any Company Product, as each is or has been conducted by or on behalf of the Company, has not and does not infringe or misappropriate and will not infringe or misappropriate when conducted in substantially the same manner by Parent and/or the Company following the Closing, any Intellectual Property Rights of any Person, violate any right of any Person (including any right to privacy or publicity) or constitute unfair competition or trade practices under the laws of any jurisdiction; provided, however, that the foregoing representations and warranties solely as to the operation of the business as proposed to be conducted by the Company (but not as such has been or is conducted by the Company), with respect to Future Products (other than Updates) but not Near-Term Future Products or Updates, are made to the Company’s Knowledge; provided, further that the foregoing representations and warranties do not extend to infringement, misappropriation or violation of Intellectual Property Rights of any Person occurring after the date hereof that the Escrow Representative (acting on behalf of the Indemnifying Stockholders) can show, based on a preponderance of the evidence, would not have occurred (a) but for a change made by or at the direction of Parent to any of the Company Products or Future Products or to the Company’s business or development plan, except for changes made to address any problem or issue with respect to any Company Products or Future Products, including those problems and issues identified in Section 2.14(r), or (b) but for the combination of any Company Product or Future Product with other Technology, made by or at the direction of Parent. As of the date hereof, the Company has not received notice from any Person claiming that such operation, any Company Product, Future Product, any Technology used by the Company or any Company Intellectual Property 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 the Company have Knowledge of any basis for any notice that would have a material adverse effect on the Company, its business or its ...
No Infringement by the Company. The Company’s Exploitation of the Company IP in the Company’s business as currently conducted: (a) does not constitute a breach or default under, or otherwise violate, any Company IP Agreement, (b) except with respect to patents, to the Knowledge of the Company, does not infringe, violate or interfere with or misappropriate any right (including any intellectual property right), title or interest of any Person (c) with respect to patents, does not infringe, violate or interfere with or misappropriate any right (including any intellectual property right), title or interest of any Person, and (d) does not constitute unfair competition or unfair trade practices under the laws of any jurisdiction to which the Company is subject. There is no pending or, to the Knowledge of the Company, threatened Claim that any of the Company-Owned IP is invalid or contesting the ownership or right of the Company to Exploit any of the Company-Owned IP, nor, to the Knowledge of the Company, is there any basis for any such Claim. To the Knowledge of the Company, there is no pending or threatened Claim that any of the Third Party IP is invalid or contesting the ownership of the Third-Party IP or the right of the Company to Exploit (subject to the terms of the applicable Inbound License) any of the Third Party IP. Except as set forth in Section 2.16.6 of the Disclosure Memorandum, neither the Company nor any Stockholder has received any notice or Claim (whether written, oral or otherwise) regarding any offer to license or any infringement, misappropriation, violation, misuse, abuse or other interference of or with any third party intellectual property right by the Company or the Company IP or claiming that any other entity has any such Claim with respect thereto, nor, to the Knowledge of the Company, is there any basis for any such Claim. Neither the Company nor any Stockholder has received any oral or written opinions of counsel relating to infringement, invalidity or unenforceability of any Company IP.
No Infringement by the Company. The operation of the business of the Company and its Subsidiaries as such business currently is conducted (including products and Software previously or currently sold, licensed or distributed by the Company or any of its Subsidiaries and business or activities previously or currently conducted by the Company or any of the Subsidiaries) has not, does not, and will not infringe(d), violate(d) or misappropriate(d) any Intellectual Property right or other right of any third party (including as a result of usage of an incorrect number of copies of software), nor constitute(d) unfair trade practices under the Laws of any jurisdiction. Except as set forth on Section 4.13(f) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received any complaint, claim or notice alleging any such infringement, violation or misappropriation. Section 4.13(f) of the Company Disclosure Schedule lists any complaint, claim or notice, or written threat thereof, received by the Company or any Subsidiary alleging any such infringement, violation or misappropriation; and the Company has made available to Parent complete and accurate copies of all written documentation in the possession of the Company or any Subsidiary relating to any such complaint, claim, notice or threat.
No Infringement by the Company. The operation of the business of the Acquired Entities has not, does not, and, to the Knowledge of the Acquired Entities and the Founders, when conducted in substantially the same manner following the Closing as currently conducted, will not infringe or misappropriate any Intellectual Property Rights of any Person, violate any rights of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under the laws of any jurisdiction. No Acquired Entity has received notice from any Person claiming that such operation or any act, any Acquired Entity Product or any Technology used by the Acquired Entities 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 any Acquired Entity or any Founder have Knowledge of any basis therefor).
No Infringement by the Company. To the Seller's best knowledge, except as set forth on Schedule 4.13(g), the products used, manufactured, marketed, sold or licensed by the Company and its Subsidiaries, and all Intellectual Property used in the conduct of the Company's and its Subsidiaries' business as currently conducted, do not infringe upon, violate or constitute the unauthorized use of any valid and enforceable rights owned or controlled by any third party, including any Intellectual Property of any third party.
No Infringement by the Company. The operation of the Business, Pearl and each Subsidiary of Pearl as it is currently conducted or currently contemplated to be conducted by the Company, Pearl and such Subsidiary of Pearl, including the design, development, use, import, branding, advertising, promotion, marketing, manufacture, delivery, sale and/or licensing of any Company Product, does not and will not, when conducted in substantially the same manner by Buyer following the Closing, infringe or misappropriate (and it has not in the past infringed or misappropriated) any Intellectual Property Rights of any third Person, violate (and it has not in the past violated) any right (including any right to privacy or publicity) of any third Person, or constitute (and it has not in the past constituted) unfair competition or trade practices under the Laws of any jurisdiction. Neither the Company, Pearl nor any Subsidiary of Pearl has received written notice from any Person claiming that such operation, any Company Product, or any Company Intellectual Property infringes or misappropriates any Intellectual Property Rights of any third Person, violates any rights (including any right to privacy or publicity) of any third Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction (nor does the Company have Knowledge of any basis therefor).
No Infringement by the Company. No Person has asserted, or threatened to assert, any Claim with respect to the Business Intellectual Property, including any Claim of ownership of or infringement by the Business Intellectual Property. There is no reasonable basis for any bona fide Claim (i) to the effect that the Business as presently conducted infringes, violates or misappropriates any Intellectual Property of any other Person; or (ii) challenging the ownership, validity, enforceability or effectiveness of any of the Business Intellectual Property or any License.
No Infringement by the Company. To the Company’s Knowledge, the operation of the business of the Company and its Subsidiaries as such business has been or currently is conducted (including products and Software previously or currently sold, licensed or distributed by the Company or any of its Subsidiaries) has not and does not infringe(d) or misappropriate(d) any Intellectual Property right or other right of any third party, or constitute(d) unfair trade practices under the Laws of any applicable jurisdiction. Except as set forth on Section 4.13(e) of the Company Disclosure Schedule, to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has received any complaint, claim or notice alleging any such infringement, violation or misappropriation.
