Other Existing IP Issues. (i) The Company will not be, as a result of the execution and delivery of this Agreement or any of the documents contemplated hereby or thereby or the performance by the Company or any of the Equityholders hereunder or thereunder, in breach of any license, sublicense or other agreement relating to Intellectual Property or Intellectual Property Rights. (ii) Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Buyer by operation of law or otherwise of any contracts or agreements to which the Company is a party, will result in: (1) Buyer, any of its subsidiaries or the Company granting to any third party any right to or with respect to any Intellectual Property Rights owned by, or licensed to, any of them, (2) Buyer, any of its subsidiaries or the Company, being bound by or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (3) except as disclosed on Section 4.1.9(d)(ii) of the Disclosure Schedule, Buyer, any of its subsidiaries or the Company being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby (other than excess royalties or other material amounts that become payable as a result of the Company’s growth of operations following the Closing or the Buyer’s use of the Company’s inbound licenses). (iii) The Company has not collected any personally identifiable information from any third parties except as described in Section 4.19(d)(iii) of the Disclosure Schedule. The Company has complied with all applicable laws and its privacy policies relating thereto. The execution, delivery and performance of this Agreement complies with all applicable laws relating to privacy and the Company’s applicable privacy policies. True and correct copies of all applicable privacy policies are attached to Section 4.19(d)(iii) of the Disclosure Schedule and the Company has at all times made all disclosures to users or customers required by applicable laws and none of such disclosures made or contained in any such privacy policy or in any such materials have been inaccurate, misleading or deceptive or in violation of any applicable laws.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
