By Cabot Sample Clauses

By Cabot. (1) Contemporaneous with the execution of this Settlement Agreement, Cabot, by its authorized representative, shall execute and deliver to Aspen a Release in the form attached hereto as Exhibit C. (2) Cabot covenants and agrees not to challenge or cause to be challenged, directly or indirectly, the validity or enforceability of (a) any of the Aspen Issued Patents, (b) any patent that actually is issued to or acquired by Aspen on or before July 1, 2007 on account of one or more of the licensed Patent Applications and Acquired Patents, or (c) any foreign counterparts of the patents in (b) regardless of when they are issued, in any court or tribunal, before any administrative body (including, without limitation, the United States Patent and Trademark Office), or in any other public or private forum or proceeding. Cabot hereby waives any and all such invalidity and unenforceability claims and defenses in any future litigation, arbitration or other public or private proceeding. This covenant and waiver shall survive the termination of this Settlement Agreement and permanently shall bind Cabot, its successors, assignees, and those who act for or in concert with any of them (including, without limitation, any assignee of any of the Cabot Issued Patents). Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (3) Cabot irrevocably and permanently waives for itself and its successors and assigns any right it had or may have at any time in the future (to the extent any) to, directly or indirectly, assert that the 14% Senior Secured Notes (and the payments related thereto that are not considered Junior Payments as provided in Article III.A((8) of the CLA, as amended above) are subject to re-characterization, subordination (whether equitable, contractual or otherwise) or any other challenge by Cabot or any person or entity under any applicable law, including, without limitation, Title 11 of the United States Code.
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By Cabot. (1) Cabot represents and warrants that it is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court, or other governmental body which would prevent the execution or delivery of this Settlement Agreement or the performance of its obligations hereunder. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (2) Cabot represents and warrants that this Settlement Agreement, including all exhibits and schedules hereto, and the CLA, as amended, constitute valid and legally binding obligations of Cabot, enforceable against it in accordance with their respective terms.
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By Cabot. (1) Cabot represents and warrants that it is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court, or other governmental body which would prevent the execution or delivery of this Settlement Agreement or the performance of its obligations hereunder. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (2) Cabot represents and warrants that this Settlement Agreement, including all exhibits and schedules hereto, and the CLA, as amended, constitute valid and legally binding obligations of Cabot, enforceable against it in accordance with their respective terms.
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