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

No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of Remainco, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoRMT Partner, the conduct of the Spinco Business, business of any of the Spinco RMT Partner Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco RMT Partner Products as conducted, does not and has not in the past two (2) years 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, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco RMT Partner Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco RMT Partner IP and the Spinco RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any Spinco RMT Partner IP has been made since January 1, 2018 or is pending, threatened in writing writing, or, to the Knowledge of RemaincoRMT Partner, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) RMT Partner Companies or, to the Knowledge of RemaincoRMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless harmless, or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing RMT Partner Companies with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco RMT Partner Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j3.10(j) of the Remainco RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) a RMT Partner Company to be indemnified, defended, held harmless harmless, or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco RMT Partner Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct Company: (i) neither of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of Acquired Entities nor any of the Spinco Products as conductedtheir Subsidiaries is infringing, does not and misappropriating or otherwise violating, or has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise)infringed, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except as(ii) none of the Intellectual Property or the Intellectual Property Rights owned or licensed by Company or the Acquired Entities is infringing, individually misappropriating or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a wholeotherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and (iii) the Spinco Businessconduct of the business of Acquired Entities and each of their Subsidiaries, as conducted by Acquired Entities and each of their Subsidiaries prior the Closing Date, does not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Law. Without limiting the generality of the foregoing, as relates : (I) to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two (2) years prior to, the date Knowledge of this AgreementCompany, no Acquired Entities Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in any material respect; (II) no Action for infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim legal proceeding is pending or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 threatened against Acquired Entities or is pending, threatened in writing any of their Subsidiaries or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of RemaincoCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco Acquired Entities or any of its their Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceedinglegal proceeding and (III) neither Acquired Entities nor any of their Subsidiaries have received any notice or other communication (A) relating to any actual, except asalleged or suspected infringement, individually misappropriation or in the aggregateviolation of any Intellectual Property Right of any other Person, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j(B) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco inviting Acquired Entities or any of its their Subsidiaries to license any Intellectual Property Right of any other Person or (including the Spinco Business and the Spinco CompaniesC) to be indemnified, defended, held harmless or reimbursed with respect to claiming that any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, Acquired Entities Product or the Spinco Businessoperation of the business of Acquired Entities or any of their Subsidiaries constitutes unfair competition or trade practices under any Laws.

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoFox, the conduct of the Spinco A&S Business, the Spinco A&S Companies and the Direct Sales Entities (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense sale or other commercialization of any of the Spinco Newco Products as so conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco A&S Business, including Spinco Newco IP and or the Spinco Newco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco material Newco IP and no such material claim or Legal Proceeding pertaining to any Spinco Newco IP has been made since January 1, 2018 or is pending, threatened in writing or, to the Knowledge of RemaincoFox, threatened orally against Remainco Fox or any of its Subsidiaries (including the Spinco A&S Business, the Spinco CompaniesA&S Companies and the Direct Sales Asset Sellers) or, to the Knowledge of RemaincoFox, as of the date of this Agreement, against any other Person who is or may be entitled to be Table of Contents indemnified, defended, held harmless or reimbursed by Remainco Fox or any of its Subsidiaries (including the Spinco Business A&S Business, the A&S Companies and the Spinco CompaniesDirect Sales Asset Sellers) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j2.8(j) of the Remainco Fox Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco Fox or any of its Subsidiaries (including the Spinco Business A&S Business, the A&S Companies and the Spinco CompaniesDirect Sales Asset Sellers) to be indemnified, defended, held harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoXxxxxxx, the conduct of the Spinco Business, Communications Business and of the Spinco Communications Companies (including their Subsidiaries) as conducted in the past two three (23) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense sale or other commercialization of any of the Spinco Newco Products as so conducted, does not and has not in the past two three (23) years 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, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Communications Business, including Spinco Newco IP and or the Spinco Newco Products, as of, and in the two (2) years prior to, of the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing pending or, to the Knowledge of RemaincoXxxxxxx, threatened orally in writing against Remainco Xxxxxxx or any of its Subsidiaries (including the Spinco Business, the Spinco Communications Business and Communications Companies) or, to the Knowledge of RemaincoXxxxxxx, against any other Person who is or may be entitled to be indemnified, defended, held harmless harmless, or reimbursed by Remainco Xxxxxxx or any of its Subsidiaries (including the Spinco Communications Business and the Spinco Communications Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(jPart 2.8(i) of the Remainco Xxxxxxx Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco Xxxxxxx or any of its Subsidiaries (including the Spinco Communications Business and the Spinco Communications Companies) to be indemnified, defended, held harmless harmless, or reimbursed with respect to any such claim or Legal Proceeding. No Proprietary Newco Product contains, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a wholeis derived from, or is distributed with Open Source Code in a manner that has resulted in a requirement or condition that any Proprietary Newco Product or part thereof (1) be disclosed or distributed in source code form, (2) be licensed for the Spinco Businesspurpose of making modifications or derivative works, or (3) be redistributable at no charge.