SEC Filings

8-K
ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document
 


4.15 Related-Party Transactions. No Affiliate of the Company or any of its Subsidiaries (other than the Company and its Subsidiaries), is a party to any Contract or other agreement or arrangement with the Company or any of its Subsidiaries, except (a) Benefit Plans and (b) as set forth in Section 4.15 of the Company Disclosure Schedule.

4.16 Intellectual Property.

(a) The Company or one of its Subsidiaries exclusively owns, free and clear of all Liens other than any Permitted Liens, each item of their material proprietary Intellectual Property that is used in or necessary for the business of the Company and its Subsidiaries, taken as a whole, as currently conducted. All registered or applied-for Intellectual Property that is owned and is material to the business of the Company and its Subsidiaries, taken as a whole, as currently conducted is subsisting and has not expired or been cancelled or abandoned, and to the Knowledge of the Company, is valid and enforceable.

(b) The conduct of the business of the Company and its Subsidiaries, as currently conducted, does not infringe, violate or constitute a misappropriation in any material respect of any Intellectual Property of any third Person, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no Actions pending or, to the Knowledge of the Company, threatened in writing alleging that the operation of the business of the Company and its Subsidiaries as currently conducted, or the use by the Company or any of its Subsidiaries of its proprietary Intellectual Property, infringes, violates or misappropriates the Intellectual Property rights of any such Person. To the Knowledge of the Company, no third Person is infringing, violating or misappropriating any of the Company’s or any of its Subsidiaries’ Intellectual Property in any material respect.

(c) The Company and its Subsidiaries use reasonable best efforts to maintain (i) the confidentiality of their trade secrets and confidential information and (ii) the integrity, continuous operation and security of the software and systems (and the data therein) used in their businesses, and there have been no breaches, violations or unauthorized uses of same, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The proprietary software of the Company and its Subsidiaries does not incorporate, use, or interact with any “open source” or similar software in any manner that would require the Company or its Subsidiaries to license or make available any source code in connection with the distribution, availability or conveyance of such software to other Persons, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(d) This Section 4.16, together with Sections 4.10 and 4.14, as applicable, represent the sole and exclusive representations and warranties of the Company regarding Intellectual Property.

 

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