No Infringement of Intellectual Property. Customer represents and warrants that (i) it owns all right, title and interest to, or have appropriate license or other rights to use, all data and content accessed or transmitted using the Services by Customer (“Customer-Provided Materials”), and (ii) neither the Customer-Provided Materials nor Customer’s use of the Services, will infringe the intellectual property or other proprietary rights of TeraGo or any third party.
No Infringement of Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and with the exception of the Millennium patents discussed therein: (i) to the knowledge of the Company after due inquiry, there are no valid and enforceable rights of third parties to the Intellectual Property that have been or are infringed, misappropriated, or violated in any material respect by the business conducted by the Company or its subsidiaries; (ii) there is no pending or, to the knowledge of the Company, written notice of a threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iii) the Company is not aware of any patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property; (iv) none of the Intellectual Property used by the Company or its subsidiaries in their conduct of the business has been obtained or is being used by the Company or its subsidiaries in material violation of any contractual obligation of the Company; (v) to the knowledge of the Company after due inquiry, there are no ongoing infringements by third parties of any Intellectual Property owned by the Company that is used in the conduct of the business; and (vi) all licenses pursuant to which any Intellectual Property is licensed by the Company or its subsidiaries are free of any restrictions or defects that would conflict with the conduct of the business of the Company or its subsidiaries; and (vii) the Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any federal, state, local, foreign or other governmental body, domestic or foreign, or any arbitrator, nor has it entered into or is it a party to any agreement made in settlement of any pending or threatened litigation, which has a Material Adverse Effect on their use of any Intellectual Property.
No Infringement of Intellectual Property. No infringement, misappropriation, dilution, violation or other unauthorized use of any Intellectual Property occurs or results, or has occurred or resulted in the last three years, in any way from the operation of the Business, including from the development, manufacture, use or sale of products and services by or for the Business; (ii) no claim of any infringement or other unauthorized use of any Intellectual Property right of any other Person has been made or asserted in writing in respect of the operations of the Business; (iii) no claim of invalidity of any Owned Intellectual Property has been made in writing; (iv) no proceedings are pending or, to the Seller’s Knowledge, threatened which challenge the validity, ownership or use of any Owned Intellectual Property; (v) none of the Owned Intellectual Property is subject to any outstanding Governmental Order; and (vi) to the Seller’s Knowledge, no Person infringes, misappropriates, violates, dilutes or otherwise violates any Owned Intellectual Property or any Intellectual Property exclusively licensed to the Seller. The Seller has made available to Buyer true and complete copies of all material documents regarding any actual, alleged or suspected infringement or misappropriation of any Owned Intellectual Property or Licensed Intellectual Property of which the Seller is aware or any other Person’s allegations of the Seller infringing or misappropriating such Person’s Intellectual Property or Software.
No Infringement of Intellectual Property. No product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
No Infringement of Intellectual Property. No Group Company has received any notice and the Warrantors are not otherwise aware of any actual or potential infringement of, or conflict with, asserted rights of others with respect to any Intellectual Property or any licences of Intellectual Property owned by the Group or necessary for the Group to carry on its business.
No Infringement of Intellectual Property. The conduct of the Business does not infringe upon the Intellectual Property rights of any other Person. The Company Group has not received any written, or to the knowledge of the Company, any oral, communications alleging that any member of the Company Group has violated or, by conducting its business as presently proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. To the knowledge of the Company, none of its employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court of administrative agency, that would materially interfere with their duties to the Company Group or that would materially conflict with the Business.
No Infringement of Intellectual Property. Customer represents and warrants that (i) it owns all right, title and interest to, or have appropriate license or other rights to use, all data and content accessed or transmitted using the Services by Customer (“Customer-Provided Materials”), and (ii) neither the Customer-Provided Materials nor Customer’s use of the Services, will infringe the intellectual property or other proprietary rights of TeraGo or any third party. TeraGo Networks Inc. 00 Xxxxxxxx Xxxxxx Xxxxx Xxxx, #000, Xxxxxxxxx, Ontario L3T 7V9 P: 1-866-TeraGo-1 (0-000-000-0000) F: 0-000-000-0000
No Infringement of Intellectual Property. None of the ---------------------------------------- intellectual properties used by AME has at any time in the past infringed or misappropriated or otherwise violated, or is likely to violate, any intellectual property rights of any other person, nor is AME otherwise in the conduct of its business infringing upon the intellectual property of any other party.
No Infringement of Intellectual Property. Except as would not reasonably be expected to result in a Material Adverse Effect, the conduct of the Company’s or its subsidiaries’ business as currently conducted or proposed to be conducted does not infringe or misappropriate the intellectual property of any third party. No material actions or proceedings alleging any of the foregoing are pending, and no claim has been asserted or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries alleging any of the foregoing that would reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, no person is engaging in any activity that infringes the Owned Intellectual Property that would result in a Material Adverse Effect. No Owned Intellectual Property is subject to any outstanding decree, order, injunction, judgment or ruling restricting the Owned Intellectual Property or that would impair the validity or enforceability of the Owned Intellectual Property, except for any such decree, order, injunction, judgment or writing that would not result in a Material Adverse Effect.
