Common use of Infringement by the Company Clause in Contracts

Infringement by the Company. Except as set forth on Schedule 2.14.8 to the Disclosure Memorandum, (a) the use of any of the Technology in the Company's business does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Amazon Com Inc)

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Infringement by the Company. Except as set forth on Schedule SCHEDULE 2.14.8 to the Company Disclosure Memorandum, (a) the use of any of the Technology in the Company's business does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights Rights, or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shopnow Com Inc)

Infringement by the Company. Except as set forth on Schedule 2.14.8 to the Disclosure Memorandum, (a) the The use of any of the Company Technology in the Company's business as currently conducted or as proposed to be conducted does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation a misappropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there no claims have been made with respect thereto; (b) the use of any of the Company Marks, and other IP Rights in the Company's business as currently conducted or as proposed to be conducted does not and will not infringe, violate or constitute a misappropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and no claims have been made with respect thereto; and (c) the Company has not received any notice or claim no claims have been made (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, or abuse of, or other interference with with, any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology Company Technology, the Company Marks, the IP Rights, or the Company's use of the Licensed Marks or other IP Rights or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innerspace Corp)

Infringement by the Company. Except as set forth on Schedule 2.14.8 to the Disclosure Memorandum, (a) the The use of any of the Technology in the Company's business does not and and, to the knowledge of the Company or any Shareholder, will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business does not and, to the knowledge of the Company or any Shareholder, will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights Rights, or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobalt Group Inc)

Infringement by the Company. Except as set forth on Schedule 2.14.8 to the Company Disclosure Memorandum, (a) the use of any of the Company Technology in the Company's business does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amazon Com Inc)

Infringement by the Company. Except as set forth on Schedule 2.14.8 in Section 3.14.8 of the Company Disclosure Schedule, to the Disclosure MemorandumCompany's knowledge, (a) the use of any of the Company Technology in the Company's business does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any written, transmitted, or oral notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corillian Corp)

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Infringement by the Company. Except as set forth on in Schedule 2.14.8 2.14.7 to the Disclosure Memorandum, (a) the use of any of the Technology in the Company's business does not and will will, to the knowledge of the Company, not conflict with, infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; , (b) the use of any of the Marks and other IP Rights in the Company's business will not conflict with, infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; , and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amazon Com Inc)

Infringement by the Company. Except as set forth on Schedule SCHEDULE 2.14.8 to the Company Disclosure Memorandum, (a) the use of any of the Technology in the Company's business as now conducted and as currently planned to be conducted does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights Rights, or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shopnow Com Inc)

Infringement by the Company. Except as set forth on disclosed in Schedule 2.14.8 3.9.8 to the Disclosure MemorandumCompany Schedules, (a) the use manufacture, use, sale, disclosure, execution, reproduction, modification, adaptation, distribution, performance or display of any of the Technology or any modifications or enhancements thereof, in the Company's business does not and will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, maskwork, copyright or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; (b) the use of any of the Marks and other IP Rights in the Company's business will not infringe, violate or interfere with or constitute an appropriation of any right, title or interest (including, without limitation, any patent, copyright, trademark or trade secret right) held by any other person or entity, and there have been no claims made with respect thereto; and (c) the Company has not received any notice or claim (whether written, oral or otherwise) regarding any infringement, misappropriation, misuse, abuse or other interference with any third party intellectual property or proprietary rights (including, without limitation, infringement of any patent, copyright, trademark or trade secret right of any third party) by the Company, the Technology or the Marks or other IP Rights Rights, or claiming that any other entity has any claim of infringement with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infrastrux Group Inc)

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