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, except as set forth in Part 2.9(k) of the Company Disclosure Schedule, (a) none of the Company Entities 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, (b) 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, and (c) there is no legitimate basis for a claim that any of the Company Entities 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 valid and enforceable Intellectual Property Right of, or contains any valid and enforceable Intellectual Property misappropriated from, any other Person.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Med-Design Corp), Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc)

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No Infringement of Third Party IP Rights. To the knowledge Knowledge of the Company, except as set forth in Part 2.9(k(i) of the Company Disclosure Schedule, (a) none of the Company Entities has ever not 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 (ii) the Company does not, as its business is currently conducted or currently planned to be conducted, infringe (directly, contributorily, by inducement, or otherwise), misappropriate, or otherwise violate or make unlawful use of any Intellectual Property Right of any other Person or engaged in unfair competition, ; (biii) 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, ; and (civ) there is no legitimate basis for a claim that any of the Company Entities 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 valid and enforceable Intellectual Property Right of, or contains any valid and enforceable Intellectual Property misappropriated from, any other Person.. Without limiting the generality of the foregoing:

Appears in 2 contracts

Samples: Agreement and Plan of Merger And, Agreement and Plan of Merger And (Cavium, Inc.)

No Infringement of Third Party IP Rights. To the knowledge None of the Company, except as set forth in Part 2.9(k) of the Company Disclosure Schedule, (a) none of the Company Entities 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 (other than rights under patents), and to the knowledge of the Company, none of the Acquired Corporations has ever infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any patents of any other Person. None of the Acquired Corporations has received any written notice from any third party alleging such infringement. None of the Acquired Corporations has engaged in unfair competition, (b) no . 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 PersonPerson (provided that with respect to Intellectual Property Rights consisting of patent rights of third parties, and (c) this representation is made only to the knowledge of the Company). To the knowledge of the Company, there is no legitimate basis for a claim that any of the Company Entities 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 valid and enforceable Intellectual Property Right of, or contains any valid and enforceable Intellectual Property misappropriated from, any other Person.. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

No Infringement of Third Party IP Rights. To the knowledge of the each Acquired Company, except as set forth in Part 2.9(k) of the Company Disclosure Schedule’s Knowledge, (ai) none the business of the each Acquired Company Entities has ever infringed does not, as currently conducted or currently planned by such Acquired Company to be conducted, infringe (directly, contributorily, by inducement, or otherwise), misappropriatedmisappropriate, or otherwise violated violate or made make unlawful use of any Intellectual Property Right of any other Person or engaged in constitute unfair competition, and no Acquired Company has ever engaged in any of the foregoing actions; (bii) no Acquired Company Product, and no method or process used in the manufacturing of any Acquired Company Product, infringes, violates, or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person, ; and (ciii) there is no legitimate basis for a claim that alleging any of the foregoing. Neither any Acquired Company Entities IP, nor the use therof, infringes (directly, contributorily, by inducement, or otherwise) any Company Product has infringed or misappropriated copyright of any Intellectual Property Right of another other Person or engaged in unfair competition or that misappropriates any Company Product, or any method or process used in the manufacturing trade secret of any Company Product, infringes, violates, or makes unlawful use of any valid and enforceable Intellectual Property Right of, or contains any valid and enforceable Intellectual Property misappropriated from, any other Person.. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Registration Rights Agreement (Cavium Networks, Inc.)

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No Infringement of Third Party IP Rights. To the knowledge of the Company, except as set forth in Part 2.9(k) of the Company Disclosure Schedule, (a) none of the Company Entities has ever never infringed (directly, contributorily, by inducement, inducement or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person or engaged in unfair competition, (b) no . No Company Product, and no method or process used in the manufacturing making of any Company Product, infringes, violates, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person, and (c) there . There is no legitimate basis for a claim that any of the Company Entities 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 making of any Company Product, infringes, violates, violates or makes unlawful use of any valid and enforceable Intellectual Property Right of, or contains any valid and enforceable 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 Company, 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 with respect to such claim or Legal Proceeding and (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 by the Company, any of their employees or agents, or any Company Product of any Intellectual Property Rights of another Person.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Micronetics Inc)

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