No Knowledge of Infringement Sample Clauses

No Knowledge of Infringement. As of the Effective Date, XM represents that it is unaware of any third party patent or other intellectual property right that would be infringed by the use of the XM Information, the XM Patent Rights, or the Marks, as contemplated by this Agreement. Except for the condition stated in the previous sentence in this Article, XM does not represent that the XM Receiver or the use of the XM Patent Rights, the XM Information, and the Marks does not infringe any patent or any other intellectual property right owned by any third party.
Sample 1Sample 2
AutoNDA by SimpleDocs
No Knowledge of Infringement. As of the Effective Date, WORLDSPACE represents and warrants that it is unaware of any third party patent or other intellectual property right that would be infringed by the use of the WORLDSPACE Information, the WORLDSPACE Patent Rights and WORLDSPACE Marks, or the FhG Patent Rights, as contemplated by this Agreement. If BPL is charged with infringement of a third party’s patent, trademark, copyright or other intellectual property rights as a result of the development, manufacture and/or marketing of the WORLDSPACE Receiver within the WORLDSPACE Service Area, and if such alleged infringement arises from an aspect or function of the WORLDSPACE Receiver that was required pursuant to the Technical Specifications, WORLDSPACE will, at no expense to BPL, do one or more of the following: (i) defend BPL against such charge or claim; (ii) procure for BPL the right to continue such development, manufacture and/or marketing; or (iii) modify the design of the WORLDSPACE Receiver so that it no longer infringes, provided that such modification can be done without substantially impairing its functionality or performance. BPL will promptly notify WORLDSPACE in writing of any claim of infringement and will provide WORLDSPACE with the authority, information and assistance necessary to defend or settle such claim; provided, however, that BPL will have the right to participate in such defense and to approve any proposed settlement in advance. BPL will have the right to take over from WORLDSPACE the defense of a claim at any time, provided that BPL releases WORLDSPACE in writing from any further obligation of defense or indemnification in connection with such claim. WORLDSPACE shall bear all costs and all consequences of defending such a claim and of any final judgement imposed; provided, however, that WORLDSPACE’s financial obligation under this Article 7.3 shall be limited to the total amount of royalties paid by BPL to WORLDSPACE under Article 4.1.3.
Sample 1Sample 2
No Knowledge of Infringement. To the best of Nastech's knowledge, as of the Effective Date: (i) neither the Product, nor the making, use, sale, offer for sale, import, and other exploitation of the Product, nor the exercise of the Patent Rights or the Licensed Know-How, infringe upon or misappropriate the intellectual property or proprietary rights of any other Person, and no Person has alleged any such infringement, and Nastech is not aware of any basis for any claim thereof; and (ii) there is no infringement of any of the Patent Rights, and no misappropriation of any of the Licensed Know-How by any Third Party.
Sample 1
No Knowledge of Infringement. Licensor represents that it has no knowledge of any infringement of the Licensed Patents by any third party.
Sample 1
No Knowledge of Infringement. To MedPharm’s knowledge, the exploitation of the Licensed Intellectual Property in the Field will not infringe any patent or other intellectual property right of any Third Party.
Sample 1
No Knowledge of Infringement. CryoCor has not received any written communications or notice from any third party containing any express or implied allegation that CryoCor is or may be using in an unauthorized manner, infringing, diluting, misappropriating, or otherwise violating any of such third party’s Intellectual Property Rights. To the knowledge of CryoCor, CryoCor’s use of the CryoCor Intellectual Property has not and will not use in an unauthorized manner, infringe, dilute, misappropriate, or otherwise violate any issued patent owned by any other individual or entity.
Sample 1
No Knowledge of Infringement. The Licensor represents that the technology for the production and use of metal source boats employed in the production of coating metal foils, films, and fabrics was developed internally at the Licensor or acquired by the Licensor, and was not misappropriated from another, and further represents that, to the best of its knowledge the Licensor's production and use of Licensed Products employed in the coating of metal foils, films, and fabrics does not now infringe patents owned by another. Except for such representations of origin and non-infringement as provided for in the immediately preceding sentence, the Licensor makes no warranty or representation that the Licensee's utilization of information received from the Licensor will not infringe patents owned by anyone other than the Licensor, nor any warranty or representation as to the validity or scope of any patent under which a license is granted. The obligations between the Parties shall in no way be affected, and no obligation shall be created, as a result of (a) an adjudication or determination of any court, administrative agency, tribunal or other governmental body that a claim of any Licensed Patent is invalid, or (b) a claim that the utilization of Technical Information might infringe the patent rights of others. The Licensee assumes all risks of liability to any third person by reason of infringement of patents owned by such third persons.
Sample 1
AutoNDA by SimpleDocs
No Knowledge of Infringement. Orano Med represents and warrants that as of the Effective Date and to its actual knowledge the practice of the Orano Med Background Technology to the extent required for the Exploitation of the Collaboration Product does not infringe any issued Patent Rights of any Third Party or, if and when issued, any claim within any patent application of any Third Party. Molecular Partners represents and warrants that as of the Effective Date and to its actual knowledge the practice of the Molecular Partners Background Technology to the extent required for the Exploitation of the Collaboration Product does not infringe any issued Patent Rights of any Third Party or, if and when issued, any claim within any patent application of any Third Party.
Sample 1

Related to No Knowledge of Infringement

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Officer's Knowledge of Default Upon any Executive Officer of the Borrower obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of the Borrower or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative to promptly notify the Administrative Agent of the nature thereof, the period of existence thereof, and what action the Borrower or any Subsidiary proposes to take with respect thereto.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • No Infringement To the best of the Company's Knowledge, the Company has not violated or infringed, and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Proprietary Asset of any other person or entity.

  • Knowledge of the Company The term “Knowledge of the Company” shall mean the actual knowledge of the Company and the Sellers, with respect to the matter in question, and such knowledge as any of them reasonably should have obtained upon commercially reasonable inquiry of employees and contractors of the Company into the matter in question.

  • No Notice of Infringement To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received notice from any third party that the operation of the business of the Company or any of its Subsidiaries or any act, product or service of the Company or any of its Subsidiaries, infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.

  • No Material Proceedings There are no Material Proceedings pending or, to the best knowledge of Borrower, threatened.

Time is Money Join Law Insider Premium to draft better contracts faster.