PATENT OPINION. The Purchasers shall have received legal opinions of patent counsel to the Company with respect to the matters set forth on Exhibit D.
PATENT OPINION. Acquiror shall have received a signed written -------------- competent opinion from Isaf, Xxxxxxx & Xxxx, for which Acquiror will pay all such firm's fees and costs without deduction from the purchase price paid to Shareholders hereunder, regarding a patent identified to Acquiror on the attached Schedule 2.14, which opinion shall state that the Software does not infringe such patent. Additionally, Acquiror shall have conducted a patent search at its sole expense for patents issued in the same category as the Software and shall be satisfied with the results thereof.
PATENT OPINION. The Purchaser shall have received the complete favorable opinion of Oblon, Spivak, McClelland, Xxxxx & Neustadt, P.C., to the effect that the technology employed by the Company does not infringe upon a specific existing patent. Further, as to patent issues, Purchaser shall have the right not to proceed to closing only if Purchaser shall have received an adverse opinion of competent patent counsel either that (a) the patent application does not cover the process described in Schedule 1.14 or (b) that such process would infringe on any existing patent.
PATENT OPINION. 17.1 If during the term of this Agreement, Distributor shall receive an opinion from patent counsel, reasonably acceptable to Company, to the effect that Distributor should suspend sales of a Product since further sales will infringe in a material respect on the intellectual
PATENT OPINION. Parent shall have received an opinion of Arnall Golden & Gregxxx xxxed the Closing Date, in form and substance reasonably acceptable to Parent.
PATENT OPINION. The Company has received, and delivered to Xxxxxx or its affiliate a copy of the opinions of Xxxxxxx Xxxxxxxx & Xxxxxx, special counsel to the Company, substantially in the form of Exhibit 4.21 attached hereto.
PATENT OPINION. The Surviving Corporation and PTI shall retain patent counsel reasonably satisfactory to PTI to render one or more “freedom-to-operate” or “clearance” opinions to the Surviving Corporation and PTI, at PTI’s expense, in the U.S. and other jurisdictions worldwide identified by the Surviving Corporation and PTI, in relation to such registered patents and patent applications as PTI and the Surviving Corporation may designate (the “Patent Opinions”). The Surviving Corporation and PTI shall use reasonable efforts to cause the Patent Opinions to be delivered to PTI no later than the sixth (6th) month following the Effective Time.
PATENT OPINION. Parent shall have received from a law firm reasonably acceptable to Parent and the Company an unqualified opinion in form reasonably acceptable to Parent that the Company Intellectual Property does not infringe U.S. Patent No. 5941-972 issued by Crossroad Systems on August 24, 1999. Parent and the Company shall each be responsible for 50% of the fees and costs in connection with such legal opinion, subject to Parent's obligation to pay for the Company's share thereof pursuant to Section 12.12 and Parent's right to make a claim against the Escrow Fund pursuant to Section 10.2(a)(v). Parent may waive any condition (in whole or in part) specified in this Section 9.1 if it executes a writing so stating at or prior to the Closing.
PATENT OPINION. Parent shall have received a legal opinion about intellectual property matters, substantially in the form of Exhibit E-1 hereto from Axxxxx & Bird LLP, patent counsel to the Company, and separate legal opinion about intellectual property matters, substantially in the form of Exhibit E-2 hereto from Hxxxxxxx, Xxxxx, Sxxxx & Rxxxxxxx, P.C., patent counsel to the Company, in each case, dated as of the Closing Date.
PATENT OPINION. The Company shall promptly instruct Xxxxxxx Xxxxxxxx Xxxxxx & Zafman to prepare an opinion to the Company relating to the non-infringement by the Company and/or invalidity of U.S. Patent Number 6,009,412 (the "Patent Opinion") and to use their best efforts to deliver such opinion no later than fifteen (15) days after the date of this Agreement. Between the date of this Agreement and the Closing, the Company shall, not less often than every two days after the date of this Agreement (and in any event on the last day prior to such fifteenth day), provide 24/7 with a report as to the progress of the preparation of the Patent Opinion and a summary of any substantive issues that have arisen that would or might adversely affect the ability of such firm to deliver the Patent Opinion.
