Absence of Claims and Proceedings Sample Clauses

Absence of Claims and Proceedings. 6.2.2.1. There is no claim or demand of any Person asserted against BGTJ that challenges the rights of BGTJ to use or license any of the BGTJ Manufacturing Technology. 6.2.2.2. There are no pending reissue, reexamination, inter partes review, interference, opposition, litigation, or similar proceedings seeking to invalidate or otherwise challenge the BGTJ Manufacturing Patents, and BGTJ has not received written notice as of the Effective Date of any threat thereof. 6.2.2.3. Neither BGTJ nor its Affiliates nor, to the knowledge of BGTJ, its subcontractors have received written notice of any claim, demand, proceedings, investigation, or other legal action of any nature pending or threatened by any Regulatory Authority or Third Party with respect to the BGTJ Manufacturing Technology. 6.2.2.4. There is no judgment or settlement against or owed by BGTJ or its Affiliates related to the BGTJ Manufacturing Technology.
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Absence of Claims and Proceedings. Neither CASI nor any of their respective Affiliates have received written notice of any claim, demand, proceedings, investigation, or other legal action of any nature pending or threatened by any Regulatory Authority or Third Party with respect to any Licensed Compound or Licensed Product, the CASI Technology, or any facility where a Licensed Compound or Licensed Product is Manufactured, and to the Knowledge of CASI, there is no judgement or settlement against or owed by CASI or its Affiliate related to any Licensed Compound or Licensed Product or to the CASI Technology. There are no claims, judgments, or settlements against or owed by CASI or their respective Affiliates, nor any pending reissue, reexamination, inter partes review, interference, opposition, or similar proceedings, with respect to the CASI Patent Rights, and neither CASI, nor any of their respective Affiliates have received written notice as of the applicable date of any threatened claims or litigation or any reissue, reexamination, inter partes review, interference, opposition, or similar proceedings seeking to invalidate or otherwise challenge the CASI Patent Rights.
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Absence of Claims and Proceedings. Neither Codiak nor its Affiliates have received written notice of any claim, demand, proceedings, investigation, or other legal action of any nature pending or threatened (in a writing delivered to Codiak) by any Regulatory Authority or Third Party with respect to any Codiak Licensed Technology, or any facility where Codiak Materials are Manufactured, and there is no judgement or settlement against or owed by Codiak or its Affiliates related to any Codiak Licensed Technology or Codiak Materials. Other than as set forth on footnote 1 of Schedule 10.2.5, there are no claims, judgments, or settlements against or owed by Codiak or any of its Affiliates, nor any pending reissue, reexamination, inter partes review, interference, protest, opposition, nullity, or similar invalidity proceeding with respect to any Codiak Licensed Patent Rights, and neither Codiak nor any of its Affiliates have received written notice as of the Effective Date of any threatened claims, litigation, challenges or any reissue, reexamination, inter partes review, interference, opposition, or similar proceedings seeking to invalidate or otherwise challenge the ownership, scope, duration, validity, enforceability, priority, or right to use any Codiak Licensed Patent Rights.
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Absence of Claims and Proceedings. Neither Sarepta nor its Affiliates have received written notice of any claim, demand, proceedings, investigation, or other legal action of any nature pending or threatened (in a writing delivered to Sarepta) by any Regulatory Authority or Third Party with respect to use of any Sarepta Materials, or any facility where Sarepta Materials are Manufactured, and there is no judgment or settlement against or owed by Sarepta or its Affiliates related to any Sarepta Materials.
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Absence of Claims and Proceedings. Neither Black Belt nor to the Knowledge of Black Belt, Tusk, nor any of their respective Affiliates have received written notice of any claim, demand, proceedings, investigation, or other legal action of any nature pending or threatened by any Regulatory Authority or Third Party with respect to any Licensed Compound or Licensed Product, the Black Belt Technology, or any facility where a Licensed Compound or Licensed Product is Manufactured, and to the Knowledge of Black Belt, there is no judgement or settlement against or owed by Black Belt or its Affiliate related to any Licensed Compound or Licensed Product or to the Black Belt Technology. There are no claims, judgments, or settlements against or owed by Black Belt or to the Knowledge of Black Belt, Tusk or their respective Affiliates, nor any pending reissue, reexamination, inter partes review, interference, opposition, or similar proceedings, with respect to the Black Belt Patent Rights, and neither Black Belt nor to the Knowledge of Black Belt, Tusk, nor any of their respective Affiliates have received written notice as of the applicable date of any threatened claims or litigation or any reissue, reexamination, inter partes review, interference, opposition, or similar proceedings seeking to invalidate or otherwise challenge the Black Belt Patent Rights.
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Related to Absence of Claims and Proceedings

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Litigation and Proceedings There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Assertion of Claims (a) In the event that a Person (the "Indemnified Party") desires to assert its right to indemnification from a Person (an "Indemnifying Party") required to indemnify such Indemnified Party under this Article XII, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a "Claim"), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly. (b) The Indemnified Party shall not settle or compromise any Claim without the written consent of the Indemnifying Party unless the Indemnified Party agrees in writing to forego any and all claims for indemnification from the Indemnifying Party with respect to such Claim. However, if the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. (c) If the Indemnifying Party has undertaken the defense of a Claim and (i) if there is a reasonable expectation that (x) a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments or (y) the Indemnified Party or Parties may have legal defenses available to it or them that are different from or additional to the defenses available to the Indemnifying Party, or (ii) if the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall nevertheless have the right, at the Indemnifying Party's cost and expense, to defend such Claim.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Defence of Claims 38.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 38, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 38.4.2 If the Indemnifying Party has exercised its rights under Clause 38.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action,

  • Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

  • Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.

  • Judgment and Proceedings (1) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $1,000,000, (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Servicer that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (3) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

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