Current Company Business definition
Examples of Current Company Business in a sentence
The Company does not believe it is or will be necessary to utilize any inventions of any of its employees made prior to their employment by the Company in the Company’s conduct of the Current Company Business.
Neither the execution of this Agreement nor the transactions contemplated by this Agreement nor the conduct of the Current Company Business by the employees of the Company will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated.
To the Company’s Knowledge none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company’s conduct of the Current Company Business as presently conducted.
To the Company’s knowledge, the Intellectual Property rights owned by or licensed to the Company, in each case that were actually used by Company prior to the Effective Time in the conduct of, or that are necessary for Company’s continuing conduct of, the Current Company Business, have not been infringed or misappropriated by third parties.
There have been no claims made against the Company by a third party asserting the invalidity, misuse or unenforceability of any of such Intellectual Property licensed to the Company that were actually used by Company prior to the Effective Time in the conduct of, or that are necessary for Company’s continuing conduct of, the Current Company Business.
The Company has not received any written notices of any infringement or misappropriation by Company in its conduct of the Current Company Business of any Intellectual Property of any third party (including without limitation, any written demand or unsolicited request that the Company license any rights from a third party).
To the Knowledge of the Company, the Company has not committed any act, made any statement, or failed to make any statement, in each case in respect of the Current Company Business or the Company Products that would provide a reasonable basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities” and any amendments thereto.
The conduct of the Current Company Business does not infringe, constitute contributory infringement, inducement to infringe, misappropriation or unlawful use of IP Rights of any other person, and neither the Company nor its Subsidiaries has received any written notice or other written communication asserting any of the foregoing that remains unresolved.
The Company and its Subsidiaries own, or otherwise possess legally enforceable rights to use, all IP Rights used in the conduct of the Current Company Business.
The Company is duly qualified to do business, and is in good standing (if such concept is applicable in the relevant jurisdiction), in each jurisdiction where the operation of the Current Company Business by the Company requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.