No Infringement of Third Party IP Rights. 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 in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule:
(i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to Company’s Knowledge, has been threatened against Company;
(ii) Company has not received any written notice or to Company’s Knowledge, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and
(iii) Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.
No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of Remainco, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business.
No Infringement of Third Party IP Rights. The Seller 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 or engaged in unfair competition. No Seller Product, and no method or process used or incorporated in any Seller Product, infringes, violates, or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. There is no legitimate basis for a claim that the Seller or any Seller Product has infringed or misappropriated any Intellectual Property Right of another Person or engaged in unfair competition or that any Seller Product, or any method or process used or incorporated in any Seller Product, infringes, violates, or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person, and no such claim is pending or, to the best of the Seller’s Knowledge, threatened against the Seller. The Seller has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged, or suspected infringement, misappropriation, or violation by the Seller, any of their employees or agents, or any Seller Product of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that the Seller obtain a license to any Intellectual Property Right of another Person.
No Infringement of Third Party IP Rights. None of the Acquired Corporations has ever infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person or engaged in unfair competition. No Company Product, and no method or process used in the manufacturing of any Company Product, infringes, violates, or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person, other than in an immaterial manner. There is no legitimate basis for a claim that any of the Acquired Corporations or any Company Product has infringed or misappropriated any Intellectual Property Right of another Person or engaged in unfair competition or that any Company Product, or any method or process used in the manufacturing of any Company Product, infringes, violates, or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person, other than in an immaterial manner. Without limiting the generality of the foregoing:
No Infringement of Third Party IP Rights. Neither the Company nor any of its Subsidiaries has ever infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person or engaged in unfair competition. Without limiting the generality of the foregoing:
No Infringement of Third Party IP Rights. To Sellers’ Knowledge, no Seller has ever infringed, misappropriated, or otherwise violated the Intellectual Property of any other Person, which infringement or misappropriation would reasonably be expected to have a Material Adverse Effect on such Seller. Without limiting the generality of the foregoing, to Sellers’ Knowledge no product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold by or on behalf of any Seller, and no Intellectual Property ever owned, used, or developed by Seller, has infringed, misappropriated, or otherwise violated the Intellectual Property Rights of any other Person, which infringement or misappropriation would reasonably be expected to have a Material Adverse Effect on any Seller.
No Infringement of Third Party IP Rights. The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated any Intellectual Property Right of any other Person. Without limiting the generality of the foregoing:
(i) no product, information or service ever manufactured, produced, distributed, published, used, provided or sold by or on behalf of the Company has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person;
(ii) no infringement, misappropriation or similar claim or legal proceeding is pending or has been threatened against the Company or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company with respect to such claim or legal proceeding;
(iii) the Company has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person;
(iv) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any intellectual property infringement, misappropriation or similar claim (other than pursuant to the Company IP Contracts described in Section 2.14(c));
(v) the Company has never assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property Right; and
(vi) to the Knowledge of the Company, no claim or legal proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Company is pending or has been threatened, except for any such claim or legal proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by the Company; or (B) the manufacturing, distribution or sale of any product or service being developed, offered, manufactured, distributed or sold by the Company.
No Infringement of Third Party IP Rights. Except as set forth on Schedule 3.14(j), 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 Business Software or Business Hardware 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:
(i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Sellers, threatened against the Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Company pursuant to any Contract with respect to such claim or Legal Proceeding;
(ii) since January 1, 2014, the Company has not received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by the Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that the Company obtains a license to any Intellectual Property Right of another Person; and
(iii) the Company is not obligated pursuant to any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, and has not otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Business IP Contracts delivered to Parent and Merger Sub pursuant to Section 3.14(e) or the Material Contracts delivered pursuant to Section 3.08).
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:
(i) no claim or Legal Proceeding regarding the infringement, misappropriation or similar violation of any Intellectual Property Rights of any other Person is pending or, to the Knowledge of the Company, threatened against the Company or any other Person to the extent the Company has an obligation to indemnify such Person;
(ii) the Company has never received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Rights of any other Person by the Company, any Company Employee or any agent of the Company, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property Right of another Person; and
(iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise has assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP Contracts).
No Infringement of Third Party IP Rights. The Company is not infringing, misappropriating or otherwise violating, and has never infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and no Company Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person. No Action for infringement, misappropriation or similar claim or legal proceeding is pending or has been threatened in writing against the Company or, to the Knowledge of the Company, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company with respect to such claim or legal proceeding. Other than as set forth in Section 2.13(h) of the Disclosure Schedule, the Company has not received any written notice or other written communication or, to the Knowledge of the Company, any oral notice or communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of any other Person by the Company or otherwise with respect to any Company Product, (B) inviting the Company to license any Intellectual Property Right of any other Person or (C) claiming that any Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements.
