Common use of No Infringement of Third Party IP Rights Clause in Contracts

No Infringement of Third Party IP Rights. The operation of the Business has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property of any Person. The operation of the Business as currently conducted and planned to be conducted and the use of Owned Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any Person. No infringement, misappropriation or similar claim or Proceeding is pending or, to Seller’s Knowledge, threatened against Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller with respect to such claim or Proceeding. Seller has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property of any Person, including any letter or other communication suggesting or offering that Seller obtain a license to any Intellectual Property of any Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe the Intellectual Property of any Person. Seller is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim.

No Infringement of Third Party IP Rights. The operation of the Business Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. The operation Without limiting the generality of the Business as currently conducted and planned to be conducted and foregoing: (i) no product, information or service ever manufactured, produced, distributed, published, used, provided or sold by or on behalf of the use of Owned Company has ever infringed, misappropriated or otherwise violated any Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property Right of any other Person. No ; (ii) no infringement, misappropriation or similar claim or Proceeding legal proceeding is pending or, to Seller’s Knowledge, or has been threatened against Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller the Company with respect to such claim or Proceeding. Seller legal proceeding; (iii) the Company has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property Right of any another Person, including any letter or other communication suggesting or offering that Seller obtain a license to any Intellectual Property of any Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe ; (iv) the Intellectual Property of any Person. Seller Company is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect toto any intellectual property infringement, misappropriation or otherwise assumed similar claim (other than pursuant to the Company IP Contracts described in Section 2.14(c)); (v) the Company has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property liability of another Person for infringement, misappropriation or similar claimviolation of any Intellectual Property Right; and (vi) to the Knowledge of the Company, no claim or legal proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Company is pending or has been threatened, except for any such claim or legal proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by the Company; or (B) the manufacturing, distribution or sale of any product or service being developed, offered, manufactured, distributed or sold by the Company.

No Infringement of Third Party IP Rights. The operation of the Business Seller has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. The operation None of the Business as currently conducted and planned to be conducted and conduct of the Business, the Purchased Assets, Seller Products or the manufacture or sale of Seller Products infringes, violates, misappropriates or makes unlawful use of Owned any Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property Right of any Personother Person or violates an Inbound License. No Without limiting the generality of the foregoing: (a) no infringement, misappropriation or similar claim or Proceeding is pending or, to the Knowledge of Seller’s Knowledge, threatened against Seller or any Representative or customer of Seller in relation to Seller IP or Seller Products, including in connection with the past any Inbound License or current Seller’s conduct of the Business or Business; (b) Seller Parties have not, in the past or current ownership or use of the Transferred Assets or against any other Person who is or may be entitled to be indemnifiedthree (3) years, defended, held harmless or reimbursed by Seller with respect to such claim or Proceeding. Seller has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller Seller, or any current Representative or former employee or agent customer of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, Seller of any Intellectual Property Rights of any Personanother Person by Seller IP or Seller Products, including any letter or other communication suggesting or offering that Seller obtain a license to, or pay outstanding royalties or damages, relating to any Intellectual Property Right of any another Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe the Intellectual Property of any Person. ; and (c) Seller is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, infringement or misappropriation of Intellectual Property Rights or similar claim.

No Infringement of Third Party IP Rights. The operation Neither the Company nor any of its Subsidiaries is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct of the Business business of the Company and each of its Subsidiaries, as conducted by the Company and each of its Subsidiaries prior the Closing Date, does not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing: (i) to the Knowledge of the Company, no Company Product has never infringed (directly, contributorily, by inducement or otherwise)ever infringed, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any Person. The operation of the Business as currently conducted and planned to be conducted and the use of Owned Intellectual Property and Licensed Intellectual Property other Person in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any Person. No material respect; (ii) no Action for infringement, misappropriation or similar claim or Proceeding legal proceeding is pending or has been threatened against the Company or any of its Subsidiaries or, to Seller’s Knowledge, threatened against Seller in connection with the past or current conduct Knowledge of the Business or the past or current ownership or use of the Transferred Assets or Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller the Company or any of its Subsidiaries with respect to such claim or Proceeding. Seller has never legal proceeding and (iii) neither the Company nor any of its Subsidiaries have received any notice or other communication (in writing or otherwiseA) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property Right of any other Person, including (B) inviting the Company or any letter or other communication suggesting or offering that Seller obtain a of its Subsidiaries to license to any Intellectual Property Right of any Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe the Intellectual Property of any Person. Seller is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed (C) claiming that any Company Product or agreed to discharge the operation of the business of the Company or otherwise take responsibility for, any existing of its Subsidiaries constitutes unfair competition or potential intellectual property infringement, misappropriation or similar claimtrade practices under any Legal Requirements.

No Infringement of Third Party IP Rights. The operation of the Business Seller has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. The operation Without limiting the generality of the Business as currently conducted and planned to be conducted and foregoing: (i) no product, information or service ever manufactured, produced, distributed, licensed, published, used, provided or sold by or on behalf of the use of Owned Seller has ever infringed, misappropriated or otherwise violated any Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property Right of any other Person. No ; (ii) no infringement, misappropriation or similar claim or Proceeding legal proceeding is pending or, to Seller’s Knowledge, or has been threatened against the Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Seller with respect to such claim or Proceeding. legal proceeding; (iii) the Seller has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property Right of any another Person, including any letter or other communication suggesting or offering that Seller obtain a license to any Intellectual Property of any Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe ; (iv) the Intellectual Property of any Person. Seller is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets contract to indemnify, defend, hold harmless or reimburse any other Person with respect toto any intellectual property infringement, misappropriation or otherwise assumed similar claim; (v) the Seller has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property liability of another Person for infringement, misappropriation or similar claimviolation of any Intellectual Property Right; and (vi) Seller has not been notified that any claim or legal proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Seller is pending or has been threatened.

No Infringement of Third Party IP Rights. The operation of the Business as conducted since January 1, 2021 has never not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated or made unlawful use of any Intellectual Property of any Person. The operation of the Business as currently conducted and planned to be conducted and the use of Owned Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any Person. No infringement, misappropriation or similar claim or Proceeding is pending or, to Seller’s Knowledge, threatened against Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets or or, to Seller’s Knowledge, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller with respect to such claim or Proceeding. Seller has never not received any notice or other communication (in writing or otherwisewriting) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property of any Person, including any letter or other communication suggesting or offering that Seller obtain a license to any Intellectual Property of any Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe the Intellectual Property of any Person. Seller is not bound by and to Seller’s Knowledge has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim.

No Infringement of Third Party IP Rights. The operation of the Business Company has never not ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. The operation To the Company’s Knowledge, no Company Product infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any other Intellectual Property misappropriated from, any other Person. Without limiting the generality of the Business as currently conducted and planned to be conducted and the use foregoing: (i) no claim for infringement or misappropriation of Owned another Person’s Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict withRights, infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any Person. No infringement, misappropriation or similar claim or Proceeding Legal Proceeding, is pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened against Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller the Company with respect to such claim or Legal Proceeding. Seller ; (ii) the Company has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller the Company, any Company Employee or any current or former employee or agent of Seller, in each case in connection with the past or current conduct agents of the Business or the past or current ownership or use of the Transferred Assets, Company of any Intellectual Property Rights of any another Person, including any letter or other communication suggesting or offering that Seller the Company obtain a license to any Intellectual Property Right of any another Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe ; (iii) the Intellectual Property of any Person. Seller Company is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claimclaim regarding Intellectual Property Rights of Company or another Person (other than indemnification provisions in the Company’s standard forms of Company IP Contracts); and (iv) (A) no current or former employee, director, officer, consultant or other agent of the Company owns any interest in any Intellectual Property Rights that relate to the Company Business as currently conducted and as planned to be conducted, and (B) no Company Product infringes any Intellectual Property Rights owned by any current or former employee, director, officer, consultant or other agent of the Company or in which such Person has any ownership interest.

No Infringement of Third Party IP Rights. The operation of the Business No Acquired Company has never ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. The operation Without limiting the generality of the Business as currently conducted and planned to be conducted and the use foregoing: (i) no product, information or service ever manufactured, produced, distributed, licensed, published, used, provided or sold by or on behalf of Owned any Acquired Company has ever infringed, misappropriated or otherwise violated any Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate the Intellectual Property Right of any other Person. No ; (ii) no infringement, misappropriation or similar claim or Proceeding legal proceeding is pending or, to Seller’s Knowledge, or has been threatened against Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets any Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller any Acquired Company with respect to such claim or Proceeding. Seller legal proceeding; (iii) no Acquired Company has never ever received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property Right of any another Person, including any letter or other communication suggesting or offering that Seller obtain a license to any Intellectual Property of any Person. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party to infringe the Intellectual Property of any Person. Seller ; (iv) no Acquired Company is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect toto any intellectual property infringement, misappropriation or otherwise assumed similar claim; (v) no Acquired Company has ever assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property liability of another Person for infringement, misappropriation or similar claimviolation of any Intellectual Property Right; and (vi) to the Knowledge of the Selling Shareholders, no claim or legal proceeding involving any Intellectual Property or Intellectual Property Right licensed to any Acquired Company is pending or has been threatened, except for any such claim or legal proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by any Acquired Company; or (B) the creation, development, manufacturing, marketing, provision, distribution, licensing, or sale of any Company Product.