Ownership; Non-Infringement Sample Clauses

Ownership; Non-Infringement. CGI warrants that CGI: (i) is either the owner of, or authorized to use, the CGI resources and related material used in connection with the CGI services; and (ii) is fully authorized to grant Subcontractor all rights; and (iii) will perform under this Subcontract in a manner that does not violate, infringe, misappropriate or constitute an infringement or misappropriation of any patent arising under the laws of the United States, and any copyright, trademark, trade secret or other intellectual, industrial or proprietary rights of any third party.
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Ownership; Non-Infringement. Supplier: (i) is either the owner of, or authorized to use, the Supplier Resources and related material used in connection with the Services; and
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Ownership; Non-Infringement. Supplier: (i} is either the owner of, or authorized to use, the Supplier Resources and related material used by Supplier in connection with the Services; and (ii) is fully authorized to grant SOV all rights, title, interest and ownership in and to all Work Product developed hereunder; and (iii) will perform under this MSA in a manner that does not violate, infringe, misappropriate or constitute an infringement or misappropriation of any patent arising under the laws of the United States, and any copyright, trademark, trade secret or other intellectual, industrial or proprietary rights of any third party.
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Ownership; Non-Infringement. The Company and/or one or more of its subsidiaries owns and possesses, or has a valid and enforceable license or other right to use, all of the Intellectual Property described in Sections 2.18(b)(i) – (iii) of the Disclosure Letter free and clear of all Encumbrances except as otherwise set forth on Section 2.18(c) of the Disclosure Letter. No claim by any third party contesting the validity, enforceability, use or ownership of any of the Intellectual Property owned or licensed by the Company and/or any of its subsidiaries has been made, is currently outstanding or is to the knowledge of the Company threatened and to the knowledge of the Company there are no grounds for any such claim. To the knowledge of the Company, the Intellectual Property owned or licensed by the Company and/or its subsidiaries constitutes all Intellectual Property necessary for the operation of the business of the Company and its subsidiaries as currently conducted or proposed to be conducted. No loss or expiration of any Intellectual Property owned or licensed by the Company or any of its subsidiaries is pending or, to the knowledge of the Company, threatened or reasonably foreseeable, except as set forth on Section 2.18(c) or pursuant to the terms established by applicable Company Contracts or Legal Requirements. Neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement or misappropriation by any third party of any Intellectual Property owned or licensed by the Company or any of its subsidiaries (including any demand or request that the Company or any of its subsidiaries license any rights from such third party), and, to the knowledge of the Company, neither the Company nor any of its subsidiaries has infringed or misappropriated any rights of third parties or is aware of any circumstances that would result in any infringement or misappropriation of such third-party rights that would occur as a result of the continued operation of the business of the Company or any of its subsidiaries as currently conducted or proposed to be conducted.
Sample 1
Ownership; Non-Infringement. Except as set forth in Section 3.9(d) of the Disclosure Schedules, the Company owns all right, title and interest in (and with respect to the Registered Intellectual Property is the record owner of) and has the right to use all Company Owned Intellectual Property, free and clear of all Liens (except Permitted Liens). All employees, consultants and contractors of the Company and its Subsidiaries who have solely or jointly, conceived, invented, developed or created any Intellectual Property in the course of providing services to the Company or its Subsidiaries have entered into a written Contract assigning all rights, title and interest in such Intellectual Property to the Company free and clear of all Liens. All Licensed Company Intellectual Property is licensed to the Company pursuant to (i) valid, written license agreements, (ii) Open Source Software licenses, or (iii) licenses for Off-the-Shelf Software. The Intellectual Property listed on Sections 3.9(a) through Section 3.9(c) of the Disclosure ‎Schedules, along with all licenses to Off-the-Shelf Software, and the Intellectual Property Rights ‎therein, comprise all of the Intellectual Property and Intellectual Property Rights used in or ‎necessary to conduct the Business in the same manner as conducted by the Company ‎immediately prior to the Closing. ‎The consummation of the transactions contemplated pursuant to this Agreement will not result in the loss of or impairment of, or require payment of any additional amounts with respect to, any Business Intellectual Property or Company Owned Intellectual Property. The operation of the Business as currently conducted does not and no product or ‎service marketed or sold by the Company or its Subsidiaries violates any Contract or, to the Company’s Knowledge, infringes, misappropriates or ‎violates any Intellectual Property of any other Person or constitute unfair competition. The Company has not received any written (or to Company’s Knowledge oral) notice or claim from any Person alleging that the Company violates, infringes or misappropriates any Intellectual Property or Intellectual Property Rights of such Person, challenging the right of the Company to own, use, or enforce any of the Business Intellectual Property, or alleging the Company or its Subsidiaries has engaged in any unfair competition, and to the Company’s Knowledge there are no bona fide ground for any such claim. There are no current Proceedings or threats of Proceedings in which the Company ha...
Sample 1
Ownership; Non-Infringement. Subject to Permitted Liens, the Seller owns all right, title and interest in and to the Business IP other than Business IP licensed from third parties. There are no pending proceedings or adverse claims made or, to the Seller’s knowledge, threatened against the Seller with respect to the Business IP. No litigation has been commenced or, to the Seller’s knowledge, threatened in writing within the past five (5) years with respect to the Business IP or the Seller’s rights therein. To the Seller’s knowledge, the operation of the Business has not infringed upon any Intellectual Property of any third party (“Third-Party Intellectual Property”). To the Seller’s knowledge, such Third-Party Intellectual Property or its use by others or any other conduct of a third party does not conflict with or infringe upon any Business IP or its use by the Seller.
Sample 1
Ownership; Non-Infringement. Stentor is the sole and exclusive owner of and/or has all rights necessary to all intellectual property rights in and to the System and the Stentor services developed by or on behalf of Stentor; Stentor has all legal right and authority to grant and convey to Customer the rights and licenses contained in this Agreement without violation of any contract or conflict with any law; there is no action, suit, claim, arbitration, or other proceeding pending or threatened that questions this Agreement or Stentor's ownership of the System or any intellectual property rights therein; and the System and Stentor services do not infringe upon any proprietary right or intellectual property right of any third party. Customer's exclusive remedy, and Stentor's exclusive liability, for breach of this Section 5.2 shall be the obligations specified in Section 6.1 below.
Sample 1
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Related to Ownership; Non-Infringement

  • Non-Infringement To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company-Owned Intellectual Property by any third party. The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has never infringed or misappropriated any Third-Party Intellectual Property and has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted and currently conducted by the Company and currently proposed to be conducted by the Company, has not and does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold and there is no basis for any such claims. The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property; provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the Business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. There is no basis for a claim that any Company Intellectual Property is invalid or unenforceable, provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Third Party Infringement In the event there is infringement by a third party of any Biochrom patent for the Product (“Third Party Infringement”) and GE Healthcare becomes aware of such infringement, GE Healthcare may give Biochrom written notice to that effect, including with such written notice evidence establishing a prima facie case of infringement by such third party. Biochrom shall bear all expenses of any suit brought by it based upon such infringement and shall retain all damages or other monies awarded or received in settlement of such suit. If, after the expiration of ninety (90) days from the date of such notice, Biochrom has not obtained a discontinuance of such infringement or brought suit against the third party infringer, then the parties shall appoint by mutual agreement an attorney with at least 15 years experience in litigating patent infringement lawsuits in the United States, who is a partner at a law firm with a nationally recognized intellectual property practice and who has no prior relationship with either party (“Independent Patent Counsel”). Such Independent Patent Counsel shall evaluate the identified Third Party Infringement and advise the parties in writing by not later than 60 days after his or her appointment whether he or she believes there is a reasonable likelihood of success in pursuing a claim for the Third Party Infringement. The cost of Independent Patent Counsel shall be shared equally by the parties. If Independent Patent Counsel determines that there is a reasonable likelihood of success and by the 30th day after such advice Biochrom has still not obtained a discontinuance of such infringement or brought suit against the third party infringer, then GE Healthcare shall have the right, but not the obligation, to bring suit against such infringer. Biochrom will cooperate with GE Healthcare in any such suit for infringement brought by GE Healthcare against such third party, and shall have the right to consult with GE Healthcare and to participate in and be represented by independent counsel in such litigation at its own expense. GE Healthcare shall bear all expenses of such suit, and shall retain any damages or other monies awarded or received in consequence of such litigation.

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Other Infringement The Parties shall mutually agree on a case-by-case basis (A) whether to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of any Patent Right that is not a Relevant Patent Right, (B) which Party would bring (or defend) and control such action, and (C) how the expenses of, and any recovery from, any such action would be allocated.

  • 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:

  • No Third Party Infringement To the Knowledge of the Company, no person has or is infringing or misappropriating any material Company Owned Intellectual Property.

  • Patent Infringement A. The Contractor shall report to OC Public Works, promptly and in reasonable detail, each notice or claim of patent infringement based on the performance of this Contract of which the Contractor has knowledge.

  • 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.

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