No Intellectual Property Litigation. Except for items set forth on Schedule 3.1.16(d) , with respect to which Transferor has Adequate Reserves, no claim or demand of any Person has been made nor is there any proceeding that is pending, or to the Knowledge of Transferor, threatened, nor is there a reasonable basis therefor, that (i) challenges the rights of Transferor in respect of any Intellectual Property Assets, (ii) asserts that Transferor is infringing or otherwise in conflict with, or is, except for items set forth in Schedule 3.1.16(d) , with respect to which Transferor has Adequate Reserves, required to pay any royalty, license fee, charge or other amount, in any case in excess of $100,000, with regard to, any Intellectual Property, or (iii) claims that any default exists under any agreement or arrangement concerning any Intellectual Property Assets. None of the Intellectual Property Assets is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, arbitrator, or administrative agency, or has been the subject of any litigation within the last five years, whether or not resolved in favor of Transferor.
Appears in 2 contracts
Samples: Capitalization Agreement (Genlyte Group Inc), Capitalization Agreement (Thomas Industries Inc)
No Intellectual Property Litigation. Except for items set forth on Schedule 3.1.16(d) ), with respect to which Transferor has Adequate Reserves, no claim or demand of any Person has been made nor is there any proceeding that is pending, or to the Knowledge of Transferor, threatened, nor is there a reasonable basis therefor, that (i) challenges the rights of Transferor in respect of any Intellectual Property Assets, (ii) asserts that Transferor is infringing or otherwise in conflict with, or is, except for items set forth in Schedule 3.1.16(d) ), with respect to which Transferor has Adequate Reserves, required to pay any royalty, license fee, charge or other amount, in any case in excess of $100,000, with regard to, any Intellectual Property, or (iii) claims that any default exists under any agreement or arrangement concerning any Intellectual Property Assets. None of the Intellectual Property Assets is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, arbitrator, or administrative agency, or has been the subject of any litigation within the last five years, whether or not resolved in favor of Transferor.
Appears in 2 contracts
Samples: Capitalization Agreement (Genlyte Group Inc), Capitalization Agreement (Thomas Industries Inc)