Common use of Third Party Intellectual Property Rights Clause in Contracts

Third Party Intellectual Property Rights. (i) To Seller’s Knowledge, the operation of the Business as currently conducted or any part thereof, including the manufacture, use, sale and importation of products of the Business and the possession, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible property in the possession of Seller and its Controlled Affiliates (including the Acquired Entity), and the possession or use of the Owned Intellectual Property or Licensed IP Rights have not infringed, misappropriated, diluted, violated or otherwise conflicted with, and do not currently infringe, misappropriate, dilute, violate or otherwise conflict with, any Intellectual Property Right of any other Person. None of the Owned Intellectual Property, to the Seller’s Knowledge, is being infringed, misappropriated, diluted, or otherwise violated, or has been infringed, misappropriated, diluted, or otherwise violated by any Person, or otherwise used or available for use by any Person other than Seller and its Controlled Affiliates (including the Acquired Entity), except pursuant to an agreement listed on Section 4.7(b)(ii) of the Disclosure Schedule. No such claims have been made against any Person by Seller or any of its Controlled Affiliates (including the Acquired Entity). (ii) To the Seller’s Knowledge, the Target Products have not and do not, infringe or misappropriate any Intellectual Property Rights of a third party under the Law of any applicable jurisdiction. (iii) Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) has received any written demand, claim, or notice from any third Person with respect to the operation of the Business alleging infringement, misappropriation, dilution, or other actionable harm to any third-party Intellectual Property Rights or challenging the ownership, use, validity or enforceability of any Owned Intellectual Property under the Law of any applicable jurisdiction, and neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) has received any other demand, claim or notice alleging any of the foregoing. Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) is the subject of any pending or, to the Seller’s Knowledge, threatened Proceedings alleging or involving any of the foregoing. To the Seller’s Knowledge, there are no facts or circumstances that would form the basis for any such claim or challenge.

Third Party Intellectual Property Rights. (i) To Seller’s Knowledge, the The operation of the Target Business as currently conducted or any part thereof, including the manufacture, use, sale and importation of products of the Business and the possession, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible property in the possession of Seller and its Controlled Affiliates (including the Acquired Entity), and the possession or use of the Owned Intellectual Property or Licensed IP Rights have not infringed, misappropriated, diluted, violated or otherwise conflicted with, and do not currently infringe, misappropriate, dilute, violate or otherwise conflict with, any Intellectual Property Right of any other Person. None of the Owned Intellectual Property, to the Seller’s Knowledge, is being infringed, misappropriated, diluted, or otherwise violated, or has been infringed, misappropriated, diluted, or otherwise violated by any Person, or otherwise used or available for use by any Person other than Seller and its Controlled Affiliates (including the Acquired Entity), except pursuant to an agreement listed on Section 4.7(b)(ii) of the Disclosure Schedule. No such claims have been made against any Person by Seller or any of its Controlled Affiliates (including the Acquired Entity). (ii) To the Seller’s Knowledge, the Target Products have not and do not, does not infringe or misappropriate any Intellectual Property Rights of a third party or constitute unfair competition or trade practices under the Law of any applicable jurisdiction. Except for the Licensed IP Assets and Licensed IP Rights, all of the technology included in Target Products was developed by employees or contractors of Target (i) without the unlawful or unauthorized use of any third party technology or Intellectual Property Rights and (ii) after the expiration of any period of non-competition that would restrict such development as set forth in any agreement between Target, or any such employee or contractor, and any third party. (iiiii) Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) Target has not received any written demand, claim, notice, or notice inquiry from any third Person with respect to the operation of the Business Target Business, the practice of the Target IP Rights or Licensed IP Rights or the use of the Target IP Assets or Licensed IP Assets alleging or alluding to (1) infringement, misappropriation, dilution, or other actionable harm to any third-party Intellectual Property Rights or challenging the ownership, use, validity Technology Assets or enforceability of any Owned Intellectual Property (2) unfair competition or trade practices by such operation under the Law of any applicable jurisdiction. Target has not obtained any non-infringement, freedom to operate, clearances or invalidity opinions from counsel (inside or outside counsel). (iii) Target has taken all steps to cause (a) any confidential information of third parties to be properly maintained and returned or disposed of in accordance with any obligations imposed on the recipient of such information, (b) any confidential information of third parties not to be used or disclosed in violation of any obligation to any third party, and neither Seller nor (c) any of its Controlled Affiliates (including employee or contractor not to use or disclose the Acquired Entity) has received any other demand, claim or notice alleging any of the foregoing. Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) is the subject confidential information of any pending orprevious employer or client in the course of his or her employment or engagement with Target. Target has obtained written agreements from all employees and contractors with whom Target has shared confidential proprietary information (i) of Target or (ii) received from others which Target is obligated to treat as confidential, which agreements require such employees and contractors to keep such information confidential. (iv) No individual named in the definition of “Seller’s Knowledge” and, to the Seller’s Knowledge, threatened Proceedings alleging no other Person employed by or, consulting with, Target has during the course of their employment or involving consulting relationship with Target (a) violated or is violating any of the foregoing. To terms or conditions of his employment, non-competition, non-solicitation or non-disclosure agreement with any former employer or other third party, (b) disclosed or is disclosing or utilized or utilizing any trade secret or proprietary information or documentation of any former employer or other third party or (c) interfered or is interfering in the Seller’s Knowledgeemployment relationship between any third party and any of its present or former employees. (v) Target has not entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property Right, there are no facts other than indemnification provisions in standard sales, distribution or circumstances that would form agreements to end users arising in the basis for any such claim or challengeordinary course of business, the forms of which have been delivered to Acquiror.

Third Party Intellectual Property Rights. (i) To Seller’s Knowledge, the The operation of the Business as currently conducted or any part thereofTarget Business, including the manufacturehas not, use, sale and importation of products of the Business and the possession, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible property in the possession of Seller and its Controlled Affiliates (including the Acquired Entity)does not, and the possession or use of the Owned Intellectual Property or Licensed IP Rights have will not infringed, misappropriated, diluted, violated or otherwise conflicted with, and do not currently infringe, misappropriate, dilute, violate or otherwise conflict with, any Intellectual Property Right of any other Person. None of the Owned Intellectual Property, to the Seller’s Knowledge, is being infringed, misappropriated, diluted, or otherwise violated, or has been infringed, misappropriated, diluted, or otherwise violated by any Person, or otherwise used or available for use by any Person other than Seller and its Controlled Affiliates (including the Acquired Entity), except pursuant to an agreement listed on Section 4.7(b)(ii1) of the Disclosure Schedule. No such claims have been made against any Person by Seller or any of its Controlled Affiliates (including the Acquired Entity). (ii) To the Seller’s Knowledge, the Target Products have not and do not, infringe or misappropriate any Intellectual Property Rights of a third party or (2) constitute unfair competition or trade practices under the Law laws of any applicable jurisdiction. Except for the technology licensed or authorized pursuant to a covenant not to xxx for use by Target or one of its Subsidiaries pursuant to a written Intellectual Property Agreement and listed on Section 3.9(b)(vi) of the Target Disclosure Schedule, all of the technology included in Target Products was developed (i) by employees or contractors of Target or its Subsidiaries without the unlawful or unauthorized use of any third party technology or Intellectual Property Rights, and (ii) after the expiration of any period of non-competition that would restrict such development as set forth in any agreement between Target, or to Target’s knowledge any such contractor, and any third party. (iiiii) Neither Seller Target nor any of its Controlled Affiliates (including the Acquired Entity) Subsidiaries has received any written written, or to Target’s knowledge non-written, demand, claim, notice, or notice inquiry from any third Person person with respect to the operation of the Target Business alleging alleging, alluding to, or insinuating that there may be any basis to claim (1) infringement, misappropriation, dilution, or other actionable harm to any third-party Intellectual Property Rights or challenging the ownership, use, validity (2) such operation constitutes unfair competition or enforceability of any Owned Intellectual Property trade practices under the Law laws of any applicable jurisdiction, and neither Seller nor any Target knows of its Controlled Affiliates (including the Acquired Entity) has received any other demand, claim or notice alleging any of the foregoing. Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) is the subject of any pending or, to the Seller’s Knowledge, threatened Proceedings alleging or involving any of the foregoing. To the Seller’s Knowledge, there are no facts or circumstances that would form the reasonable basis for any such claim allegation. (iii) Target and its Subsidiaries have taken commercially reasonable steps to cause (a) any confidential information of third parties to be properly maintained and returned or challengedisposed of in accordance with any obligations imposed on the recipient of such information (except for electronic copies stored in the back-up and disaster recovery systems of Target and those of its Subsidiaries and except for copies of agreements with third parties), (b) any confidential information of third parties not to be used or disclosed in violation of any obligation to any third party, and (c) any employee or contractor not to use or disclose the confidential information of any previous employer or client in the course of his or her employment or engagement with Target or its Subsidiaries. Target or its Subsidiaries have obtained legally binding written agreements from all employees with whom Target or its Subsidiaries have shared confidential proprietary information (i) of Target or its Subsidiaries or (ii) received from others which Target or its Subsidiaries is obligated to treat as confidential, which agreements require such employees to keep such information confidential. To the knowledge of Target, no employee of Target or its Subsidiaries is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any injunction, judgment, decree or order of any court or administrative agency, that would interfere with their duties to Target or its Subsidiaries, or that would conflict with the Target Business. (iv) To the knowledge of Target, no person employed by or, consulting with, Target or its Subsidiaries has during the course of their employment or consulting relationship with Target or its Subsidiaries (a) violated or is violating any of the terms or conditions of his employment, non-competition, non-solicitation or non-disclosure agreement with any former employer or other third party, (b) disclosed or is disclosing or utilized or utilizing any trade secret or proprietary information or documentation of any former employer or other third party or (c) interfered or is interfering in the employment relationship between any third party and any of its present or former employees. To the knowledge of Target, no person employed by, or consulting with, Target or its Subsidiaries has used any trade secret or any information or documentation proprietary to any third party, nor has any such person violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any Target Product or the development or sale of any service or proposed service of the Target or its Subsidiaries, and Target and its Subsidiaries have no reason to believe there will be any such employment or violation. (v) Neither Target nor its Subsidiaries has entered into any agreement to indemnify any other person against any charge of infringement of any Intellectual Property Right, other than indemnification provisions in standard sales or agreements to end users arising in the ordinary course of business, the forms of which have been delivered to Acquiror.

Third Party Intellectual Property Rights. (i) To Seller’s Knowledge, the The operation of the Business Target Business, has not, does not and, as currently conducted or any part thereof, including the manufacture, use, sale and importation of products planned in writing as of the Business and the possessiondate of this Agreement, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible property in the possession of Seller and its Controlled Affiliates (including the Acquired Entity), and the possession or use of the Owned Intellectual Property or Licensed IP Rights have will not infringed, misappropriated, diluted, violated or otherwise conflicted with, and do not currently infringe, misappropriate, dilute, violate or otherwise conflict with, any Intellectual Property Right of any other Person. None of the Owned Intellectual Property, to the Seller’s Knowledge, is being infringed, misappropriated, diluted, or otherwise violated, or has been infringed, misappropriated, diluted, or otherwise violated by any Person, or otherwise used or available for use by any Person other than Seller and its Controlled Affiliates (including the Acquired Entity), except pursuant to an agreement listed on Section 4.7(b)(ii) of the Disclosure Schedule. No such claims have been made against any Person by Seller or any of its Controlled Affiliates (including the Acquired Entity). (ii) To the Seller’s Knowledge, the Target Products have not and do not, infringe or misappropriate any Intellectual Property Rights of a third party under party. Except for the Law Licensed IP Assets and Licensed IP Rights, all of the technology included in Target Products was developed by employees or contractors of Target or its Subsidiaries (i) without the unlawful or unauthorized use of any applicable jurisdictionthird party technology or Intellectual Property Rights and (ii) after the expiration of any period of non-competition that would restrict such development as set forth in any agreement between Target, or to Target’s knowledge any such employee or contractor, and any third party. (iiiii) Neither Seller Target nor any of its Controlled Affiliates (including the Acquired Entity) Subsidiaries has received any written written, or to Target’s knowledge non-written, demand, claim, notice, or notice inquiry from any third Person person with respect to the operation of the Business Target Business, the practice of the Target IP Rights or Licensed IP Rights or the use of the Target IP Assets or Licensed IP Assets alleging or alluding to (1) infringement, misappropriation, dilution, or other actionable harm to any third-party Intellectual Property Rights or challenging the ownership, use, validity Technology Assets or enforceability of any Owned Intellectual Property (2) unfair competition or trade practices by such operation under the Law laws of any applicable jurisdiction. (iii) Target and its Subsidiaries have taken commercially reasonable steps to cause (a) any confidential information of third parties to be properly maintained and returned or disposed of in accordance with any obligations imposed on the recipient of such information, (b) any confidential information of third parties not to be used or disclosed in violation of any obligation to any third party, and neither Seller nor (c) any employee or contractor not to use or disclose the confidential information of any previous employer or client in the course of his or her employment or engagement with Target or its Subsidiaries. Target or its Subsidiaries have obtained written agreements from all employees and contractors with whom Target or its Subsidiaries have shared confidential proprietary information (i) of Target or its Subsidiaries or (ii) received from others which Target or its Subsidiaries is obligated to treat as confidential, which agreements require such employees and contractors to keep such information confidential. (iv) To the knowledge of Target, no person employed by or, consulting with, Target or its Subsidiaries has during the course of their employment or consulting relationship with Target or its Subsidiaries (a) violated or is violating any of the terms or conditions of his employment, non-competition, non-solicitation or non-disclosure agreement with any former employer or other third party, (b) disclosed or is disclosing or utilized or utilizing any trade secret or proprietary information or documentation of any former employer or other third party or (c) interfered or is interfering in the employment relationship between any third party and any of its Controlled Affiliates present or former employees. (including the Acquired Entityv) Neither Target nor its Subsidiaries has received entered into any agreement to indemnify any other demand, claim or notice alleging person against any charge of the foregoing. Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) is the subject infringement of any pending orIntellectual Property Right, other than indemnification provisions in standard sales or agreements to end users arising in the Seller’s Knowledgeordinary course of business, threatened Proceedings alleging or involving any the forms of the foregoing. To the Seller’s Knowledge, there are no facts or circumstances that would form the basis for any such claim or challengewhich have been delivered to Acquiror.

Third Party Intellectual Property Rights. (i) To Seller’s Knowledge, the The operation of the Business Target Business, has not, does not and, as currently conducted or any part thereof, including the manufacture, use, sale operated and importation of products as planned as of the Business and the possessiondate of this Agreement to be operated, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible property in the possession of Seller and its Controlled Affiliates (including the Acquired Entity), and the possession or use of the Owned Intellectual Property or Licensed IP Rights have will not infringed, misappropriated, diluted, violated or otherwise conflicted with, and do not currently infringe, misappropriate, dilute, violate or otherwise conflict with, any Intellectual Property Right of any other Person. None of the Owned Intellectual Property, to the Seller’s Knowledge, is being infringed, misappropriated, diluted, or otherwise violated, or has been infringed, misappropriated, diluted, or otherwise violated by any Person, or otherwise used or available for use by any Person other than Seller and its Controlled Affiliates (including the Acquired Entity), except pursuant to an agreement listed on Section 4.7(b)(ii) of the Disclosure Schedule. No such claims have been made against any Person by Seller or any of its Controlled Affiliates (including the Acquired Entity). (ii) To the Seller’s Knowledge, the Target Products have not and do not, infringe or misappropriate any Intellectual Property Rights of a third party or constitute unfair competition or trade practices under the Law laws of any applicable jurisdiction. Except for the Licensed IP Assets and Licensed IP Rights, all of the technology included in Target Products was developed by employees or contractors of Target or its Subsidiaries (i) without the unlawful or unauthorized use of any third party technology or Intellectual Property Rights and (ii) after the expiration of any period of non-competition that would restrict such development as set forth in any agreement between Target, or to Target’s knowledge any such employee or contractor, and any third party. (iiiii) Neither Seller Target nor any of its Controlled Affiliates (including the Acquired Entity) Subsidiaries has received any written written, or to Target’s knowledge non-written, demand, claim, notice, or notice inquiry from any third Person person with respect to the operation of the Business Target Business, the practice of the Target IP Rights or Licensed IP Rights or the use of the Target IP Assets or Licensed IP Assets alleging or alluding to (1) infringement, misappropriation, dilution, or other actionable harm to any third-party Intellectual Property Rights or challenging the ownership, use, validity Technology Assets or enforceability of any Owned Intellectual Property (2) unfair competition or trade practices by such operation under the Law laws of any applicable jurisdiction. (iii) Target and its Subsidiaries have taken commercially reasonable steps to cause (a) any confidential information of third parties to be properly maintained and returned or disposed of in accordance with any obligations imposed on the recipient of such information, (b) any confidential information of third parties not to be used or disclosed in violation of any obligation to any third party, and neither Seller nor (c) any employee or contractor not to use or disclose the confidential information of any previous employer or client in the course of his or her employment or engagement with Target or its Subsidiaries. Target or its Subsidiaries have obtained written agreements from all employees and contractors with whom Target or its Subsidiaries have shared confidential proprietary information (i) of Target or its Subsidiaries or (ii) received from others which Target or its Subsidiaries is obligated to treat as confidential, which agreements require such employees and contractors to keep such information confidential. (iv) No person employed by or, consulting with, Target or its Subsidiaries has during the course of their employment or consulting relationship with Target or its Subsidiaries (a) violated or is violating any of the terms or conditions of his employment, non-competition, non-solicitation or non-disclosure agreement with any former employer or other third party, (b) disclosed or is disclosing or utilized or utilizing any trade secret or proprietary information or documentation of any former employer or other third party or (c) interfered or is interfering in the employment relationship between any third party and any of its Controlled Affiliates present or former employees. (including the Acquired Entityv) Neither Target nor its Subsidiaries has received entered into any agreement to indemnify any other demand, claim or notice alleging person against any charge of the foregoing. Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) is the subject infringement of any pending orIntellectual Property Right, other than indemnification provisions in standard sales, distribution or agreements to end users arising in the Seller’s Knowledgeordinary course of business, threatened Proceedings alleging or involving any the forms of the foregoing. To the Seller’s Knowledge, there are no facts or circumstances that would form the basis for any such claim or challengewhich have been delivered to Acquiror.