M&A Boot Camp booklet 2023 - Flipbook - Page 111
(iii) no interference, opposition, reissue, reexamination or other Legal Proceeding or, to the Knowledge of the Company, inquiry,
examination or investigation is or has been pending or, to the Knowledge of the Company, threatened, in which the scope, validity or
enforceability of any Company IP that is owned by the Company or, to the Knowledge of the Company, that is exclusively licensed to
the Company, is being, has been, or could reasonably be expected to be contested or challenged. To the Knowledge of the Company,
there is no basis for a claim that any Company IP is invalid or unenforceable.
(h) No Third Party Infringement of Company IP. To the Knowledge of the Company: (i) no Person has infringed, misappropriated or
otherwise violated; and (ii) no Person is currently infringing, misappropriating or otherwise violating, any Company IP. Part 2.10(h) of the
Disclosure Schedule accurately identifies (and the Company has delivered to Parent a complete and accurate copy of) each letter or other
written or electronic communication or correspondence that has been sent by or to the Company or any representative of the Company
regarding any actual, alleged or suspected infringement or misappropriation of any Company IP, and provides a brief description of the
current status of the matter referred to in such letter, communication or correspondence.
(i) Effects of This Transaction. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the
transactions contemplated by this Agreement will, with or without notice or lapse of time, result in, or give any other Person the right or
option to cause or declare: (i) a loss of, or Encumbrance on, any Company IP; (ii) a breach of or default under any Company IP Contract;
(iii) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; or (iv) the grant, assignment or transfer
to any other Person of any license or other right or interest under, to or in any of the Company IP.
(j) No Infringement of Third Party IP Rights. The Company has never infringed (directly, contributorily, by inducement or otherwise),
misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Company Software
infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any 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 entitled to be indemnified, defended, held harmless or reimbursed
by the Company with respect to such claim or Legal Proceeding;
(ii) the Company has never received any written notice (or, to the Knowledge of the Company, other communication) relating to
any actual, alleged or suspected infringement, misappropriation or violation by the Company, any Company Employee or agents of the
Company of any Intellectual Property Rights of another Person, including any letter suggesting or offering that the Company obtain a
license to any Intellectual Property Right of another Person because of such actual, alleged or suspected infringement,
misappropriation or violation; and
(iii) the Company is not bound by any 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 existing or potential intellectual property
infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP
Contracts).
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