Common use of No Infringement, etc Clause in Contracts

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 xxx 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.

No Infringement, etc. Except as disclosed in Section 2.1.9(b2.4.12(b) of the CERA MGI Disclosure Letter, the business and operations of CERA Inc. and CERA LP the MCM Companies 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 none of their Affiliates the MCM Companies 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 an MGI Material Adverse Effect. To the knowledge of any of the Stockholders, GS LP, CERA Inc. or CERA LPMGI, none of the CERA MGI Intellectual Property owned by CERA Inc. or CERA LP any MCM Company 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 LPthe MCM Companies. No CERA MGI Intellectual Property owned by CERA Inc. or CERA LP any MCM Company is subject to any outstanding Order or agreement restricting the use thereof by CERA Inc. or CERA LP any MCM Company with respect to its business or restricting the licensing thereof by CERA Inc. or CERA LP the MCM Companies to any Person. Each trademark, trade dress or service mark xxx any registration or application therefor, mask work, copyright registration or application therefor included in any CERA MGI Intellectual Property owned by CERA Inc. or CERA LP any MCM Company 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 the applicable MCM Company 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(b2.4.12(b) of the CERA MGI Disclosure Letter, neither CERA Inc. nor CERA LP none of the MCM Companies 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 LPapplications.