No Infringement of Third Party IP Rights. The 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. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing: (i) no claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person is pending or, to the Knowledge of the Company, threatened against the Company or any other Person to the extent the Company has an obligation to indemnify such Person; (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 of any Intellectual Property Rights of any other Person by the Company, any Company Employee or any agent of the Company, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property Right of another Person; and (iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP Contracts).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Yelp Inc)
No Infringement of Third Party IP Rights. The Company has never infringed (directly, contributorilycontributory, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right intellectual property right of any other Person. No Owned Company Software andFluorinov Product has ever infringed, to the Knowledge of the Company, no Licensed Company Software infringes, violates violated or makes made unlawful use of any Intellectual Property Right intellectual property right of, or contains has ever contained any Intellectual Property intellectual property or intellectual property right misappropriated from, any other Person. Without limiting the generality of the foregoing:
(i) no infringement, misappropriation, violation or similar claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person is pending or, to the Knowledge of the Company, threatened against the Company or against any other Person who is or may be entitled to the extent be indemnified, defended, held harmless or reimbursed by the Company has an obligation with respect to indemnify such Personclaim or Legal Proceeding;
(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 of any Intellectual Property Rights of any other Person by the Company, any Company Employee or any agent agents of the CompanyCompany of any intellectual property rights of another Person, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property Right intellectual property right of another PersonPerson or provide indemnification to any other Person with respect to any intellectual property; and
(iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or and the Company has not otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property right infringement, misappropriation misappropriation, violation or similar claim (other than indemnification provisions in the Company’s 's standard forms of Company IP Contracts).
Appears in 1 contract
Samples: Share Purchase Agreement (Trillium Therapeutics Inc.)
No Infringement of Third Party IP Rights. The 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. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:
(i) no claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person claim or Legal Proceeding is pending or, to the Knowledge of the Company, threatened against the Company or against any other Person who is entitled to the extent be indemnified, defended, held harmless or reimbursed by the Company has an obligation with respect to indemnify such Personclaim or Legal Proceeding;
(ii) the Company has never received any written notice or (or, to the Knowledge of the Company, other communication (in writing or otherwisecommunication) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Rights of any other Person by the Company, any Company Employee or any agent agents of the CompanyCompany of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property Right of another PersonPerson because of such actual, alleged or suspected infringement, misappropriation or violation; and
(iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP Contracts).
Appears in 1 contract
No Infringement of Third Party IP Rights. The 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. No Owned Company Software and, to the Knowledge of the Company, no Licensed Acquired Company Software infringes, based on the operation of the Company through the Closing Date, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:
(i) no claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person claim or Legal Proceeding is pending or, to the Knowledge of the Company, threatened against the any Acquired Company or against any other Person to the extent the any Acquired Company has an obligation to indemnify such Person;
(ii) the no Acquired Company has never ever received any written notice or other written communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by any Acquired Company, any Acquired Company Employee or agents of any Acquired Company of any Intellectual Property Rights of any other Person by the Company, any Company Employee or any agent of the Companyanother Person, including any letter or other written communication suggesting or offering that the any Acquired Company obtain a license to any Intellectual Property Right of another Person; and
(iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, the no Acquired Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s Acquired Companies’ standard forms of Acquired Company IP Contracts).
Appears in 1 contract
Samples: Merger Agreement (Yelp Inc)
No Infringement of Third Party IP Rights. The Except as set forth on Schedule 3.14(j), the 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. No Owned Company Business Software and, to the Knowledge of the Company, no Licensed Company Software or Business Hardware infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:
(i) no claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person claim or Legal Proceeding is pending or, to the Knowledge of the CompanySellers, threatened against the Company or against any other Person who is or may be entitled to the extent be indemnified, defended, held harmless or reimbursed by the Company has an obligation pursuant to indemnify any Contract with respect to such Personclaim or Legal Proceeding;
(ii) since January 1, 2014, the Company has never not received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by the Company of any Intellectual Property Rights of any other Person by the Company, any Company Employee or any agent of the Companyanother Person, including any letter or other communication suggesting or offering that the Company obtain obtains a license to any Intellectual Property Right of another Person; and
(iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, the Company is not bound by obligated pursuant to any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or and has not otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company Business IP ContractsContracts delivered to Parent and Merger Sub pursuant to Section 3.14(e) or the Material Contracts delivered pursuant to Section 3.08).
Appears in 1 contract
Samples: Merger Agreement (Envestnet, Inc.)
No Infringement of Third Party IP Rights. The Neither Company nor the Company Subsidiary has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right or Technology of any other Person. No Owned Company Software and, to the Knowledge The operation of the Companybusiness of Company and the Company Subsidiary as currently conducted, no Licensed including the use, development, testing, manufacture, marketing, distribution, provision, maintenance, and support of any Company Software infringesProduct by Company or the Company Subsidiary, violates does not infringe, misappropriate, violate or makes make unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, Technology of any other Person. Without limiting the generality of the foregoingforegoing and except as described in Section 2.12(h) of the Company Disclosure Schedule:
(i) no claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, since January 1, 2018 has been threatened against Company or the Company or any other Person to the extent the Company has an obligation to indemnify such PersonSubsidiary;
(ii) except as set forth on Section 2.12(h)(ii) of the Company Disclosure Schedule, neither Company nor the Company Subsidiary has never received any written notice or other communication (in writing or otherwise) or, to Company’s Knowledge, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, the Company Subsidiary, any Company Employee or agents of Company or the Company Subsidiary of any Intellectual Property Rights or Technology of any other Person by the Company, any Company Employee or any agent of the Companyanother Person, including any letter or other communication suggesting or offering that Company or the Company Subsidiary obtain a license to any Intellectual Property Right of another Person; and
(iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, neither Company nor the Company Subsidiary is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation infringement or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP Contracts)misappropriation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Purple Innovation, Inc.)