No Knowledge of Infringement Sample Clauses

No Knowledge of Infringement. As of the Effective Date, WORLDSPACE represents and warrants that it is unaware of any third party patent or other intellectual property right that would be infringed by the use of the WORLDSPACE Information, the WORLDSPACE Patent Rights and WORLDSPACE Marks, or the FhG Patent Rights, as contemplated by this Agreement. If BPL is charged with infringement of a third party’s patent, trademark, copyright or other intellectual property rights as a result of the development, manufacture and/or marketing of the WORLDSPACE Receiver within the WORLDSPACE Service Area, and if such alleged infringement arises from an aspect or function of the WORLDSPACE Receiver that was required pursuant to the Technical Specifications, WORLDSPACE will, at no expense to BPL, do one or more of the following: (i) defend BPL against such charge or claim; (ii) procure for BPL the right to continue such development, manufacture and/or marketing; or (iii) modify the design of the WORLDSPACE Receiver so that it no longer infringes, provided that such modification can be done without substantially impairing its functionality or performance. BPL will promptly notify WORLDSPACE in writing of any claim of infringement and will provide WORLDSPACE with the authority, information and assistance necessary to defend or settle such claim; provided, however, that BPL will have the right to participate in such defense and to approve any proposed settlement in advance. BPL will have the right to take over from WORLDSPACE the defense of a claim at any time, provided that BPL releases WORLDSPACE in writing from any further obligation of defense or indemnification in connection with such claim. WORLDSPACE shall bear all costs and all consequences of defending such a claim and of any final judgement imposed; provided, however, that WORLDSPACE’s financial obligation under this Article 7.3 shall be limited to the total amount of royalties paid by BPL to WORLDSPACE under Article 4.1.3.
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No Knowledge of Infringement. As of the Effective Date, XM represents that it is unaware of any third party patent or other intellectual property right that would be infringed by the use of the XM Information, the XM Patent Rights, or the Marks, as contemplated by this Agreement. Except for the condition stated in the previous sentence in this Article, XM does not represent that the XM Receiver or the use of the XM Patent Rights, the XM Information, and the Marks does not infringe any patent or any other intellectual property right owned by any third party.
No Knowledge of Infringement. To the best of Nastech's knowledge, as of the Effective Date: (i) neither the Product, nor the making, use, sale, offer for sale, import, and other exploitation of the Product, nor the exercise of the Patent Rights or the Licensed Know-How, infringe upon or misappropriate the intellectual property or proprietary rights of any other Person, and no Person has alleged any such infringement, and Nastech is not aware of any basis for any claim thereof; and (ii) there is no infringement of any of the Patent Rights, and no misappropriation of any of the Licensed Know-How by any Third Party.
No Knowledge of Infringement. To MedPharm’s knowledge, the exploitation of the Licensed Intellectual Property in the Field will not infringe any patent or other intellectual property right of any Third Party.
No Knowledge of Infringement. Orano Med represents and warrants that as of the Effective Date and to its actual knowledge the practice of the Orano Med Background Technology to the extent required for the Exploitation of the Collaboration Product does not infringe any issued Patent Rights of any Third Party or, if and when issued, any claim within any patent application of any Third Party. Molecular Partners represents and warrants that as of the Effective Date and to its actual knowledge the practice of the Molecular Partners Background Technology to the extent required for the Exploitation of the Collaboration Product does not infringe any issued Patent Rights of any Third Party or, if and when issued, any claim within any patent application of any Third Party.
No Knowledge of Infringement. The Licensor represents that the technology for the production and use of metal source boats employed in the production of coating metal foils, films, and fabrics was developed internally at the Licensor or acquired by the Licensor, and was not misappropriated from another, and further represents that, to the best of its knowledge the Licensor's production and use of Licensed Products employed in the coating of metal foils, films, and fabrics does not now infringe patents owned by another. Except for such representations of origin and non-infringement as provided for in the immediately preceding sentence, the Licensor makes no warranty or representation that the Licensee's utilization of information received from the Licensor will not infringe patents owned by anyone other than the Licensor, nor any warranty or representation as to the validity or scope of any patent under which a license is granted. The obligations between the Parties shall in no way be affected, and no obligation shall be created, as a result of (a) an adjudication or determination of any court, administrative agency, tribunal or other governmental body that a claim of any Licensed Patent is invalid, or (b) a claim that the utilization of Technical Information might infringe the patent rights of others. The Licensee assumes all risks of liability to any third person by reason of infringement of patents owned by such third persons.
No Knowledge of Infringement. Licensor represents that it has no knowledge of any infringement of the Licensed Patents by any third party.
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No Knowledge of Infringement. CryoCor has not received any written communications or notice from any third party containing any express or implied allegation that CryoCor is or may be using in an unauthorized manner, infringing, diluting, misappropriating, or otherwise violating any of such third party’s Intellectual Property Rights. To the knowledge of CryoCor, CryoCor’s use of the CryoCor Intellectual Property has not and will not use in an unauthorized manner, infringe, dilute, misappropriate, or otherwise violate any issued patent owned by any other individual or entity.

Related to No Knowledge of Infringement

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • No Infringement To the best of the Company's knowledge, the Company has not violated or infringed and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed, any Intellectual Property of any other person or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect.

  • Knowledge of the Company For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the Company Knowledge Parties, none of whom shall have any personal liability or obligations regarding such knowledge.

  • Infringement (a) For Xxxxxx Products, only, and subject to the limitations of liability stated in Section 13, Xxxxxx agrees to: (1) defend any suit or proceeding against Customer, insofar as it is based on a claim or action by third parties alleging that a Xxxxxx Product delivered to Customer directly infringes a U.S. trademark, copyright, mask works right or patent of a third party, and (2) pay all damages and costs, including legal fees, which may be assessed against Customer in such action that are attributable to such claim; provided, however, that Customer shall give Xxxxxx prompt notice, in writing, of all such claims or actions instituted against it, and an opportunity to elect to take over, settle or defend the same through counsel of Xxxxxx’ own choice and under Xxxxxx’ sole discretion and at Xxxxxx’ own expense, and will make available to Xxxxxx in the event of such election, all defenses against such claims or actions, known or available to Customer. If a Xxxxxx Product become (or in Xxxxxx’ reasonable opinion is likely to become) the subject of any such action or claim, Xxxxxx shall, at its option and expense, pursue one or more of the following options: (i) Procure for Customer the right to continue using such Xxxxxx Product; or (ii) Replace or modify such Xxxxxx Product so that it becomes non-infringing while providing equivalent performance; or (iii) Grant a refund for the payments made by Customer to Xxxxxx for all units of such Xxxxxx Product then in Customer’s possession (upon Xxxxxx’ receipt of such units within ninety (90) days after notifying Customer of the granting of such refund), and terminate this Agreement with respect to such Xxxxxx Product. Notwithstanding the above, Xxxxxx shall not be obligated to indemnify or hold harmless Customer if the alleged infringement arises out of : (1) any combination of Xxxxxx Products with products not supplied or approved in writing by Xxxxxx, where such infringement would not have occurred but for such combination; (2) the modification or customization of Xxxxxx Products not performed by Xxxxxx, where such infringement would not have occurred but for such modification or customization; (3) the use of a Xxxxxx Product in an application for which it was not designed or intended, where such infringement would not have occurred but for such use; (4) a claim based on intellectual property rights owned by Customer or any of companies controlled by, controlling or under common control with Customer; or (5) where the Xxxxxx Products were designed by Xxxxxx to Customer’s specification. Contributory infringement is specifically excluded from this indemnity. (a) states Customer’s sole and exclusive remedy in the event that a Xxxxxx Product infringes on the intellectual property right of any third party. (b) In the event a claim is based partially on an indemnified claim described in Article 11(a) above and partially on a non-indemnified claim , any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the parties in accordance with the degree of cause attributable to each party. (c) Obligations related to Third Party Products are expressly excluded from Xxxxxx’ obligations to Customer under this Section 11.

  • Knowledge of Trustee Notwithstanding the provision of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt, of any default in payment of principal of, premium, if any, or interest on, rent or other payment obligation in respect of any Senior Debt, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless a Responsible Officer of the Trustee having responsibility for the administration of the trust established by this Indenture shall have received written notice thereof from the Company, any Holder of Securities, any Paying or Conversion Agent of the Company or the holder or representative of any class of Senior Debt, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such default or facts exist; provided, however, that unless on the third Business Day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall have received the notice provided for in this Section 13.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Claim of Infringement In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below: 9.4.1 modify or replace the applicable facilities or equipment (including software) while maintaining form and function, or 9.4.2 obtain a license sufficient to allow such use to continue. 9.4.3 In the event 9.4.1 or 9.4.2 are commercially unreasonable, then said Party may, terminate, upon reasonable notice, this contract with respect to use of, or services provided through use of, the affected facilities or equipment (including software), but solely to the extent required to avoid the infringement claim.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.

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