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

No Infringement of Third Party IP Rights. To the Knowledge of the Company, 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. 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 Company, has been threatened 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 except as set forth on Section 2.13(i) of the Disclosure Schedule; (ii) the Company has not received any notice or other written communication (in writing or otherwise) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person, (B) inviting the Company to license any Intellectual Property Rights of another Person, or (C) claiming that the Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnteroMedics Inc)

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No Infringement of Third Party IP Rights. To the Knowledge The conduct of the Company, business of the Company is not infringingand each Company Entity as previously conducted and as currently conducted, misappropriating or otherwise violatingincluding the design, development, use, promotion, marketing, provision, delivery, distribution, offering, sale, support, making available, and licensing out of any Company Product, (i) has never not infringed, misappropriated misappropriated, or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property Right IPR of any other Person, and (ii) has not constituted, and does not constitute, unfair competition or trade practices under the Laws of any jurisdiction. Without limiting the generality of the foregoing: (ix) no infringement, misappropriation or similar claim Action, or legal proceeding any Action alleging unfair competition or trade practices, is pending or to the Knowledge of the Company, has been threatened in writing against the Company or any Company Entity 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 or any Company Entity with respect to such claim or legal proceeding except as set forth on Section 2.13(iAction; and (y) of the Disclosure Schedule; (ii) neither the Company nor any Company Entity has not received written notice from any notice or other written communication (in writing or otherwise) Person (A) relating to claiming any actual, alleged or suspected infringement, misappropriation or other violation by the Company or any Company Entity of any Intellectual Property Right IPR of another Person, (B) inviting the Company to license any Intellectual Property Rights of another Person, Person or (C) claiming that the Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under the Laws of any Legal Requirements; and jurisdiction nor, to the Company’s Knowledge, is there any basis therefor, or (iiiB) inviting the Company is not bound by or any Contract Company Entity to indemnify, defend, hold harmless or reimburse license any other Person with respect to any infringement, misappropriation or violation IPR of any Intellectual Property Rightanother Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)

No Infringement of Third Party IP Rights. To the Knowledge of the Company, 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. 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 Company, has been threatened 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 except as set forth on Section 2.13(i) of the Disclosure Schedule; and (ii) the Company has not received any notice or other written communication (in writing or otherwise) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person, (B) inviting the Company to license any Intellectual Property Rights of another Person, or (C) claiming that the Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (EnteroMedics Inc)

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No Infringement of Third Party IP Rights. To the Knowledge of the Company, the 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. Without limiting the generality of the foregoing: (i) no No Action for infringement, misappropriation or similar claim or legal proceeding is pending or to the Knowledge of the Company, 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 except proceeding. Other than as set forth on in Section 2.13(i2.13(h) of the Disclosure Schedule; (ii) , the Company has not received any written notice or other written communication (in writing or, to the Knowledge of the Company, any oral notice or otherwise) communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Personany other Person by the Company or otherwise with respect to any Company Product, (B) inviting the Company to license any Intellectual Property Rights Right of another Person, any other Person or (C) claiming that the any Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.)

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