Common use of No Infringement of Third Party IP Rights Clause in Contracts

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is Infringing, or has ever Infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the businesses of the Company and the Subsidiaries has not Infringed any Intellectual Property Right of any other Person and, to the Knowledge of the Company, there is no reasonable basis for any such claim. Without limiting the generality of the foregoing: (i) no Company Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (or, to the Knowledge of the Company, by any non-written means of communication) against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the Company nor any Subsidiary has received any written notice or other written communication (or, to the Knowledge of the Company, any non-written notice or other non-written communication) relating to any actual, alleged or suspected Infringement by the Company or any Subsidiary of any Intellectual Property Right of any third party, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the Laws of any jurisdiction; and (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any Infringement of any Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule or in any Standard Form IP Contract). Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible Infringement of any third party’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is Infringinginfringing, misappropriating or otherwise violating, or has ever Infringedinfringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The , and the conduct of the businesses business of the Company and the Subsidiaries has when conducted in substantially the same manner after the date hereof by the Company and the Subsidiaries and after the Closing Date, by Parent, will not Infringed infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person and, to the Knowledge (including patents issuing on patent applications filed as of the Companydate hereof), there is no reasonable basis for violate any such claimright of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing: (i) no Company Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringementinfringement, misappropriation or similar Action, claim or any Action alleging unfair competition or trade practices, legal proceeding is pending or has been threatened in writing (against the Company or any Subsidiary or, to the Knowledge of the Company, by any non-written means of communication) against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Actionclaim or legal proceeding; (iiiii) neither the Company nor any Subsidiary has received any written notice or other written communication (or, to the Knowledge of the Company, any non-written notice in writing or other non-written communicationotherwise) (A) relating to any actual, alleged or suspected Infringement by the Company infringement, misappropriation or any Subsidiary violation of any Intellectual Property Right of any third party, or any actual, alleged or suspected engagement by another Person (B) inviting the Company or any Subsidiary in to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the business constitutes unfair competition or trade practices under the Laws of any jurisdictionLegal Requirements; and (iviii) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any Infringement infringement, misappropriation or violation of any Intellectual Property Right (other than as set forth pursuant to the Standard Form of IP Contracts); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP identified in Section 3.13(h2.13(a)(iii)(A) of the Disclosure Schedule 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 Licensed IP identified in any Standard Form IP Contract). Neither Section 2.13(a)(iii)(A) of the Disclosure Schedule by the Company nor or any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible Infringement (B) the distribution, hosting, provision, delivery or sale of any third party’s Intellectual Property RightsCompany Product.

No Infringement of Third Party IP Rights. Neither the conduct of the business of the Company nor and its Subsidiaries as previously or currently conducted or as currently proposed by the Company and its Subsidiaries to be conducted during the six (6) month period immediately following the Closing Date, including the design, development, use, promotion, marketing, provision, delivery, sale, support, making available, and licensing out of any Subsidiary is InfringingCompany Product, or has ever Infringed(i) infringes, misappropriated misappropriates or otherwise violated, violates any Intellectual Property Right of any other Person, or (ii) constitutes unfair competition or trade practices under the Laws of any jurisdiction. The conduct of the businesses business of the Company and each of its Subsidiaries, when conducted by the Company and each of its Subsidiaries has in substantially the same manner immediately after the Closing Date will not Infringed infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person and, to or constitute unfair competition or trade practices under the Knowledge Laws of the Company, there is no reasonable basis for any such claimjurisdiction. Without limiting the generality of the foregoing: (ix) no Company Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringementinfringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (against the Company or any Subsidiary or, to the Knowledge of the Company, by any non-written means of communication) against the Company or any Subsidiary or against any other Person who may -27- be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; and (iiiy) neither the Company nor any Subsidiary has received any written notice or other written communication from any Person (orA) claiming that any Company Product infringes, to the Knowledge of the Companymisappropriates, any non-written notice or other non-written communication) relating to any actual, alleged or suspected Infringement by the Company or any Subsidiary of otherwise violates any Intellectual Property Right Rights of any third party, Person or any actual, alleged or suspected engagement by the Company or any Subsidiary in constitutes unfair competition or trade practices under the Laws of any jurisdiction; and , (ivB) neither inviting the Company nor or any Subsidiary is bound by to license any Contract to indemnifyIntellectual Property Right of another Person in connection with the infringement, defend, hold harmless misappropriation or reimburse any other Person with respect to any Infringement violation of any Intellectual Property Right Rights, or (other than as set forth in Section 3.13(hC) of the Disclosure Schedule or in any Standard Form IP Contract). Neither seeking indemnification from the Company nor or any Subsidiary has ever sought in connection with the infringement, misappropriation or obtained an opinion of counsel regarding any possible Infringement violation of any third party’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is Infringinginfringing, misappropriating or otherwise violating, or has ever Infringedinfringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the businesses business of the Company and the its Subsidiaries has not Infringed infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person andor constituted unfair competition or trade practices under the laws of any jurisdiction, and when conducted in substantially the same manner after the date of this Agreement will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, including patents issuing on patent applications filed as of the date of this Agreement, or constitute unfair competition or trade practices under the laws of any jurisdiction (except to the Knowledge of the extent due to Company, there is no reasonable basis for any such claim’s ownership by Buyer or its affiliates). Without limiting the generality of the foregoing: (i) no product or service ever produced, distributed, used, provided or sold by or on behalf of the Company Product or any Subsidiary has ever Infringed infringed, misappropriated or otherwise violated any Intellectual Property Right of any third partyother Person; (ii) no Infringementinfringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (or, to the Knowledge of the Company, by any non-written means of communication) against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the Company nor any Subsidiary has received any written notice or other written communication (or, to the Knowledge of the Company, any non-written notice in writing or other non-written communicationotherwise) relating to any actual, alleged or suspected Infringement by the Company infringement, misappropriation or any Subsidiary violation of any Intellectual Property Right of any third partyanother Person, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the Laws laws of any jurisdiction; and (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any Infringement infringement, misappropriation or violation of any Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule Schedule); and (v) no Action involving any Licensed IP is pending or in has been threatened, except for any Standard Form such Action that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP Contract)by the Company or any Subsidiary or (B) the distribution, hosting, delivery or sale of any Company Product. Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible Infringement infringement, misappropriation, violation or unlawful use of any third partyanother Person’s Intellectual Property Rights or the validity or enforceability of another Person’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is Infringing, or has ever Infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the businesses of the Company and the Subsidiaries has not Infringed any Intellectual Property Right of any other Person and, to To the Knowledge of the Company, there is no reasonable basis for any such claim. Without limiting the generality Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of the foregoing: (i) no Company Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (orPerson. The use of Owned Intellectual Property and, to the CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Knowledge of the Company, by the Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or otherwise violate any non-written means Intellectual Property of communication) any Person. No infringement, misappropriation or similar claim or Proceeding is pending or, to the Sellers’ Knowledge, threatened against the Company or any Subsidiary or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the claim or Proceeding. The Company nor any Subsidiary has never received any written notice or other written communication (or, to the Knowledge of the Company, any non-written notice or other non-written communication) communication relating to any actual, alleged or suspected Infringement infringement, misappropriation or violation by the Company Company, or by any Subsidiary current or former employee or agent of the Company, of any Intellectual Property Right of any third partyPerson, including any letter or any actual, alleged other communication suggesting or suspected engagement by offering that the Company or obtain a license to any Subsidiary in unfair competition or trade practices under Intellectual Property. Section 3.16(l) of the Laws of any jurisdiction; and (iv) neither the Company nor any Subsidiary is bound by any Disclosure Schedule lists each 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 Infringement of any Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule existing or in any Standard Form IP Contract). Neither the Company nor any Subsidiary has ever sought potential intellectual property infringement, misappropriation or obtained an opinion of counsel regarding any possible Infringement of any third party’s Intellectual Property Rightssimilar claim.