No Infringement of Third Party IP Rights. The Company is not infringing, misappropriating or otherwise violating, and has not infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct of the business of the Company has not constituted and does not constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing: (i) no claim or legal proceeding alleging infringement, misappropriation or violation of third-party Intellectual Property Rights, or alleging any such unfair competition or trade practices is pending or has been threatened in writing (or, to the Knowledge of the Company, orally) against the Company or, to the Knowledge of the Company, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company with respect to such claim or legal proceeding; (ii) the Company has not received any written notice (or, to the Knowledge of the Company, oral) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person (B) inviting the Company to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to Contracts in the form of the Standard Form IP Contract).
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Samples: Merger Agreement (KnowBe4, Inc.)
No Infringement of Third Party IP Rights. The Company is not infringing, misappropriating or otherwise violating, and has not never infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct no Company Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of the business of the Company has not constituted and does not constitute unfair competition any other Person. No Action for infringement, misappropriation or trade practices under any Legal Requirement. Without limiting the generality of the foregoing: (i) no similar claim or legal proceeding alleging infringement, misappropriation or violation of third-party Intellectual Property Rights, or alleging any such unfair competition or trade practices is pending or has been threatened in writing (or, to the Knowledge of the Company, orally) against the Company or, to the Knowledge of the Company, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company with respect to such claim or legal proceeding; (ii. Other than as set forth in Section 2.13(h) of the Disclosure Schedule, the Company has not received any written notice (or other written communication or, to the Knowledge of the Company, oral) any oral notice or communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another any other Person by the Company or otherwise with respect to any Company Product, (B) inviting the Company to license the any Intellectual Property Right of another any other Person or (C) claiming that the any Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to Contracts in the form of the Standard Form IP Contract).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.)
No Infringement of Third Party IP Rights. The Company is not infringing, misappropriating or otherwise violating, and has not infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct of the business of the Company and each Company Entity as previously conducted and as currently conducted, including the design, development, use, promotion, marketing, provision, delivery, distribution, offering, sale, support, making available, and licensing out of any Company Product, (i) has not constituted infringed, misappropriated, or otherwise violated, and does not constitute infringe, misappropriate or otherwise violate, any IPR of any other Person, and (ii) has not constituted, and does not constitute, unfair competition or trade practices under the Laws of any Legal Requirementjurisdiction. Without limiting the generality of the foregoing: (ix) no claim or legal proceeding alleging infringement, misappropriation or violation of third-party Intellectual Property Rightssimilar Action, or any Action alleging any such unfair competition or trade practices practices, is pending or has been threatened in writing (or, to the Knowledge of the Company, orally) against the Company or any Company Entity or, to the Knowledge of the Company, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Company Entity with respect to such claim or legal proceedingAction; and (iiy) neither the Company nor any Company Entity has not received any written notice (or, to the Knowledge of the Company, oral) from any Person (A) relating to claiming any actual, alleged or suspected infringement, misappropriation or other violation by the Company or any Company Entity of any Intellectual Property Right IPR of another Person (B) inviting the Company to license the Intellectual Property Right of another any Person or (C) claiming that the Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under the Laws of any Legal Requirements; and jurisdiction nor, to the Company’s Knowledge, is there any basis therefor, or (iiiB) inviting the Company is not bound by or any Contract Company Entity to indemnify, defend, hold harmless or reimburse license any other Person with respect to any infringement, misappropriation or violation IPR of any Intellectual Property Right (other than pursuant to Contracts in the form of the Standard Form IP Contract)another Person.
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No Infringement of Third Party IP Rights. The Neither the Company nor any of its Subsidiaries is not infringing, misappropriating or otherwise violating, and or has not ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct no Company Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of the business of the Company has not constituted and does not constitute unfair competition any other Person. No Action for infringement, misappropriation or trade practices under any Legal Requirement. Without limiting the generality of the foregoing: (i) no similar claim or legal proceeding alleging infringement, misappropriation or violation of third-party Intellectual Property Rights, or alleging any such unfair competition or trade practices is pending or has been threatened in writing (or, to the Knowledge of the Company, orally) against the Company or, to the Knowledge or any of the Company, its Subsidiaries or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any of its Subsidiaries with respect to such claim or legal proceeding; (ii) . Neither the Company has not nor any of its Subsidiaries have received any written notice (or other written communication or, to the Knowledge of the Company, oral) any oral notice or communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another any other Person by the Company or its Subsidiaries or otherwise with respect to any Company Product (B) inviting the Company or any of its Subsidiaries to license the any Intellectual Property Right of another any other Person or (C) claiming that the any Company Product or the operation of the business of the Company or any of its Subsidiaries constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to Contracts in the form of the Standard Form IP Contract).
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