No Infringement, etc Sample Clauses

The "No Infringement" clause serves to affirm that the goods, services, or intellectual property provided under the agreement do not violate or infringe upon the rights of third parties, such as patents, copyrights, or trademarks. In practice, this means the party making the representation guarantees that their deliverables are original or properly licensed and that using them will not expose the other party to legal claims from rights holders. This clause is essential for allocating risk and protecting the recipient from potential lawsuits or liabilities arising from unauthorized use of protected materials.
No Infringement, etc. Except as disclosed in Section 2.1.9(b) of the CERA Disclosure Letter, the business and operations of CERA Inc. and CERA LP as currently conducted do not infringe or otherwise conflict with any rights of any Person in respect of any Intellectual Property, and neither CERA Inc., CERA LP nor any of their Affiliates has received notice or has actual knowledge of any such infringement or conflict, except such infringements and conflicts as, individually and in the aggregate, have not had and would not reasonably be expected to have a CERA Material Adverse Effect. To the knowledge of any of the Stockholders, GS LP, CERA Inc. or CERA LP, none of the CERA Intellectual Property owned by CERA Inc. or CERA LP is being materially infringed or, other than pursuant to license agreements in the ordinary course of business, otherwise materially used or available for use by any Person other 27 35 than CERA Inc. or CERA LP. No CERA Intellectual Property owned by CERA Inc. or CERA LP is subject to any outstanding Order or agreement restricting the use thereof by CERA Inc. or CERA LP with respect to its business or restricting the licensing thereof by CERA Inc. or CERA LP to any Person. Each trademark, trade dress or service mark ▇▇▇ any registration or application therefor, mask work, copyright registration or application therefor included in any CERA Intellectual Property owned by CERA Inc. or CERA LP is in proper form and has been properly maintained in all material respects and has otherwise been duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office, the United States Copyright Office or such other applicable filing offices, domestic or foreign, and CERA Inc. or CERA LP has taken reasonable actions to ensure protection under any applicable laws, and such registrations, filings, issuances and other actions remain in full force and effect. Except as set forth in Section 2.1.9(b) of the CERA Disclosure Letter, neither CERA Inc. nor CERA LP has entered into any agreement to indemnify any other Person against any charge of infringement, dilution or violation of Intellectual Property rights, other than pursuant to any such agreements entered into in connection with the use of commercially available information systems applications or entered into in the ordinary course of business in connection with the provision to clients of reports by CERA Inc. or CERA LP.
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No Infringement, etc. As of the date hereof, to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise engaging in unauthorized use of any Owned Intellectual Property except for infringements, misappropriations or other unauthorized uses that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The conduct of the Business does not infringe, violate or constitute a misappropriation of any Intellectual Property of any Person, except for infringements, violations or misappropriations that would not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect.
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No Infringement, etc. To the Knowledge of Seller, the business and operations of Target Company as currently conducted do not infringe or violate any rights of any Person in respect of any Intellectual Property and neither Seller nor Target Company has received written notice from any Person claiming that the operation or exploitation of the business and operations of Target Company infringes or otherwise violates any rights of any Person in respect of any Intellectual Property, except as Disclosed in Section 2.2.9(b) of the Seller Disclosure Schedule. To the Knowledge of Seller, none of the Target Intellectual Property is being materially infringed by any Person. None of the Intellectual Property owned by Target Company is subject to any outstanding judgment, injunction or order restricting the use thereof by Target Company with respect to its business or restricting the licensing thereof to any Person. Since 2004, Seller and Target Company have taken measures deemed reasonable by Target Company (including subjecting appropriate employees and contractors to confidentiality obligations) to protect the confidentiality of all material trade secrets that are owned, used or held by Target Company.
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No Infringement, etc. The business and operations of -------------------- the BHC Group as currently conducted do not infringe or otherwise conflict with any rights of any Person in respect of any Intellectual Property, except (i) as disclosed in writing to Fiserv on or prior to the date hereof or (ii) to the extent that any infringement or conflict could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the BHC Group. None of the BHC Intellectual Property owned by any member of the BHC Group is being materially infringed, nor is the BHC Intellectual Property being materially used or available for use by any Person other than a member of the BHC Group, except as set forth in Schedule 2.1.9(a) or (b). No BHC Intellectual Property owned by any member of the BHC Group is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by any member of the BHC Group with respect to its business or restricting the licensing thereof by such member to any Person. Except as set forth on Schedule 2.1.9(b), no member of the BHC Group has entered into any agreement to indemnify any other Person against any charge of infringement of BHC Intellectual Property, other than pursuant to any such agreements entered into in connection with the use of commercially available information systems applications. Except as disclosed in Schedule 2.1.9(a) or (b), the material Intellectual Property owned by any member of the BHC Group has been duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office, the United States Copyright Office or other filing offices, domestic or foreign, to the extent necessary or desirable to ensure full protection under any Applicable Law, and such registrations, filings, issuances and other actions remain in full force and effect. Except as set forth in Schedule 2.1.9(b) or to the extent disclosed in writing on or prior to the date hereof, each member of the BHC Group has taken all reasonably necessary actions to ensure full protection of the material Intellectual Property (including maintaining the secrecy of all confidential Intellectual Property and, to the extent legally required or customary to protect such Intellectual Property (other than software), all necessary and appropriate standards of quality control) under any Applicable Law.
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No Infringement, etc. No Intellectual Property Rights (excluding for the avoidance of doubt any Licence In) owned or used by the Company now or previously:
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No Infringement, etc. Except as set forth on Schedule 2.13(c) of -------------------- the Disclosure Letter, (i) the conduct of the Business does not infringe or otherwise conflict with any rights of any Person in respect of any Intellectual Property, and (ii) none of the Company Intellectual Property is being infringed or otherwise used or available for use by any Person without a license or permission from the Company or its Subsidiaries, except in the case of clause (i) and (ii) for such infringements as could not reasonably be expected, individually or in aggregate, to have or result in a Material Adverse Effect. The Company and its Subsidiaries have taken commercially reasonable steps to protect the Company Intellectual Property (including maintaining the secrecy of all confidential Intellectual Property) under any applicable Law.
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No Infringement, etc. No Intellectual Property Rights set out in Part 1 and Part 2 of Schedule 12, and no activities of the Group or of any licensee of Intellectual Property Rights granted in the Licences In and Licences Out: (A) have infringed, infringe or are likely to infringe the Intellectual Property Rights of any third party; or (B) have constituted, constitute and are likely to constitute any breach of any duty of confidence, passing off or actionable act of unfair competition; or (C) have given or give rise to any obligation to pay any royalty, fee compensation or any other sum whatsoever.
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No Infringement, etc. Except as set forth on Schedule 3.13(c) of -------------------- the Disclosure Letter, (i) the conduct of the Business does not infringe or - otherwise conflict with any rights of any Person in respect of any Intellectual Property and (ii) none of the Company Intellectual Property is being infringed -- or otherwise used or available for use by any Person without a license or permission from the Company or its Subsidiaries. The Company and its Subsidiaries have taken all necessary actions to ensure full protection of the Company Intellectual Property (including maintaining the secrecy of all confidential Intellectual Property) under any applicable Law.
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Related to No Infringement, etc

  • No Infringement To the best of the Company's knowledge, the Company has not violated or infringed and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed, any Intellectual Property of any other person or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect.

  • Infringement 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

  • Third Party Infringement (a) Each Party shall promptly report in writing to the other Party during the Term any known or suspected infringement of the Patent Application (“Infringement”). The reporting Party shall provide the other Party with all available evidence supporting such infringement, suspected infringement, unauthorized use or suspected unauthorized use. Promptly after receipt of a notice of Infringement, the Parties shall discuss in good faith the infringement and appropriate actions that could be taken to cause such infringement to cease. (b) Kadmon shall have the first right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Patent Application in the United States against any Infringement. If Kadmon decides not to initiate a suit or take other appropriate action with respect to any such Infringement in the United States, then AbbVie may undertake such actions, in which case Kadmon shall, and shall cause its Affiliates to, cooperate with AbbVie in its efforts to initiate a suit or take other appropriate action with respect to any Infringement in the United States, and shall agree to be parties in any suit, if requested. (c) Without regard to which Party initiates a suit or takes other appropriate action with respect to any Infringement in the Territory under Section 8.15.3(b), all costs (including all reasonable costs and expenses associated with any defense of a claim hereunder) associated with any such action in the United States, and any costs and expenses incurred by any Party or its Affiliates with respect to any Infringement shall be the sole responsibility of the Party initiating the action. Any proceeds from such actions shall be allocated between the Parties first to compensate each Party on a pro rata basis for amounts it incurred in pursuing such actions and second to the Party instituting the action. (d) The enforcing Party under Section 8.15.3(b) shall have the sole and exclusive right to select counsel for any suit initiated by it. If required under Applicable Law in order for such enforcing Party to initiate and/or maintain such suit or action, the other Party shall join as a party to the suit or action. Such other Party shall offer reasonable assistance to such enforcing Party in connection therewith at such enforcing Party’s cost and expense.

  • Claim of Infringement In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below: 9.4.1 modify or replace the applicable facilities or equipment (including software) while maintaining form and function, or 9.4.2 obtain a license sufficient to allow such use to continue. 9.4.3 In the event 9.4.1 or 9.4.2 are commercially unreasonable, then said Party may, terminate, upon reasonable notice, this contract with respect to use of, or services provided through use of, the affected facilities or equipment (including software), but solely to the extent required to avoid the infringement claim.

  • Non-Infringement To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company-Owned Intellectual Property by any third party. The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold and there is no basis for any such claims. The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. The Company has not received any opinion of counsel that any Company Product or Company Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted by the Company, infringes or misappropriates any Third Party Intellectual Property Rights.