Common use of No Intellectual Property Litigation Clause in Contracts

No Intellectual Property Litigation. To Seller’s Knowledge, no claim or demand of any Person has been made nor is there any proceeding that is pending or threatened, nor is there a reasonable basis therefor, nor has Seller received any written notice of a claim, demand or proceeding, which (i) challenges the rights of Seller in respect of any Intellectual Property Assets, (ii) asserts that Seller is infringing or otherwise in conflict with, or is, except as set forth in Schedule 3.1.18(d), required to pay any royalty, license fee, charge or other amount with regard to, any Intellectual Property, or (iii) claims that any default exists under any agreement or arrangement listed on Schedule 3.1.18(d). To Seller’s Knowledge, 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 (5) years, whether or not resolved in favor of Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bovie Medical Corp), Asset Purchase Agreement (Bovie Medical Corp)

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No Intellectual Property Litigation. To Seller’s Knowledge, no No written claim or demand of any Person has been made nor is there any proceeding Proceeding that is pending or threatenedor, nor is there a reasonable basis thereforto the Knowledge of the Sellers, nor has Seller received any written notice of a claim, demand or proceeding, which threatened that (i) challenges the rights of Seller the Sellers or the validity or enforceability in respect of any Intellectual Property AssetsAssets material to the Business, (ii) asserts that any Seller is infringing infringing, misappropriating or otherwise in conflict with, or is, except as set forth in Schedule 3.1.18(d), is required to pay any additional royalty, license fee, charge or other amount with regard to, any Intellectual Property, other than maintenance and registration fees in the ordinary course of business, or (iii) claims that any material default exists under any agreement or arrangement listed on Schedule 3.1.18(d). To Seller’s Knowledge, none set forth in Section 1.1(f) of the Company Disclosure Letter. None of the Owned Intellectual Property Assets is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, arbitrator, arbitrator or administrative agency, or has been the subject of any litigation within the last five (5) years, whether or not resolved in favor of Sellerthe Sellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metaldyne Corp)

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No Intellectual Property Litigation. To Seller’s Knowledge, no No claim or demand of any Person has been made nor is there any proceeding Proceeding that is pending or or, to the Knowledge of the Sellers, threatened, nor is there a reasonable basis therefor, nor has Seller received any written notice of a claim, demand or proceeding, which (i) challenges the rights of Seller the Sellers in respect of any of their respective Intellectual Property Assets, (ii) asserts that Seller is the Sellers are infringing or otherwise in conflict with, or is, except as set forth in Schedule 3.1.18(d4.1.14(e), required to pay any royalty, license fee, charge or other amount with regard to, any Intellectual Property, or (iii) claims that any default exists under any agreement or arrangement listed on Schedule 3.1.18(d4.1.14(e). To Seller’s KnowledgeNone of the Scheduled Intellectual Property Assets and, to the Knowledge of the Sellers, none of the Intellectual Property Assets is licensed to a Seller, are subject to any outstanding orderOrder, 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 (5) years, whether or not resolved in favor of such Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hawkins Inc)

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