Claims, Etc. Promptly following the sending or receipt thereof by Holdings, any Borrower or any of the Restricted Subsidiaries, a copy of any and all written communications with respect to (A) any Environmental Claims that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (B) any Release required to be reported to any Governmental Authority that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
Claims, Etc. As soon as practicable following the sending or receipt thereof by the Borrower or any Subsidiary, a copy of any and all material written communications with respect to (A) any Environmental Claims against the Borrower or any Subsidiary that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (B) any Release that could require Remedial Action by the Borrower or any Subsidiary that is required to be reported to any federal, state or local governmental or regulatory agency that could reasonably be expected to result in a Material Adverse Effect, and (C) any request for information from any governmental agency that suggests such agency is investigating whether the Borrower or any Subsidiary may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to result in a Material Adverse Effect.
Claims, Etc. There shall not have been instituted or threatened in writing any claim, suit, action, proceeding or investigation against or involving Triad, Intellicall, Xxxxxx or ILD, the outcome of which would, in Triad's judgment, have a material and adverse effect on the common stock of IOS or the ability of the ILD to consummate the transactions contemplated by this Agreement or to continue as an ongoing profitable enterprise, or threatening the legality, validity or enforceability of this Agreement.
Claims, Etc. IN RELATION TO INTELLECTUAL PROPERTY RIGHTS SCHEDULE 5.8 (III) INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS SCHEDULE 5.8 (IV) INFRINGEMENT OF INTELLECTUAL PROPERTY SCHEDULE 5.8 (V) UNAUTHORIZED USE OF INTELLECTUAL PROPERTY SCHEDULE 5.8 (VI) BREACH OF LICENSE AGREEMENTS SCHEDULE 5.8 (VII) ROYALTY PAYMENTS SCHEDULE 5.9 BREACH OF MATERIAL CONTRACTS SCHEDULE 5.10.5 BENEFIT PLANS SCHEDULE 5.11.2 TAXES NOT PAID WHEN DUE SCHEDULE 5.11.3 TAX CONTROVERSIES SCHEDULE 5.12 LITIGATION SCHEDULE 5.16.1 OWNED REAL PROPERTY SCHEDULE 5.16.2 LEASED REAL PROPERTY SCHEDULE 5.21 ACCRUED LIABILITIES SHARE SALE AND PURCHASE AGREEMENT This Share Sale and Purchase Agreement (the “Agreement”) is entered into as of this 7th day of February 2005 by and among the following parties: Nordic Capital IV Limited, a Jersey limited company, acting in its capacity as general partner and investment manager, respectively, on behalf of the investors set forth in Exhibit A (“Nordic”);
Claims, Etc. The conduct of the Business by the Seller Group as currently conducted does not infringe upon any Intellectual Property of any other person. Except as set forth in Section 3.7(b) of the Disclosure Schedule, there are no claims, suits, actions or proceedings that are either pending or, to Sellers’ knowledge, threatened and, to Sellers’ knowledge, no basis for any such claims, suits, actions or proceedings, against any member of the Seller Group of infringement, misappropriation or misuse of any Intellectual Property of any other person relating to the Business or the Purchased Assets or challenging any member of the Seller Group’s ownership, right to use, or the validity of any Intellectual Property listed or required to be listed in Section 3.7(a) of the Disclosure Schedule (collectively, “Intellectual Property Claims”). Sellers have no knowledge of any continuing infringement by any other person of any of the Intellectual Property listed or required to be listed in Section 3.7(a) of the Disclosure Schedule.
Claims, Etc against the Producer The Distributor hereby covenants and agrees to indemnify and save harmless the Producer from and against all claims, demands, damage, loss, costs and expense incurred by reason of any act, neglect, default or representation of or by the Distributor, its employees or otherwise arising in connection with the use and employment of the ALR and associated products or the sales of the ALR and associated products, save where the same is caused solely by the act or omission of the Producer.
Claims, Etc. (cc) Settle Claims: determine, enforce, compromise, settle, submit to arbitration and release claims or demands in favour of or against the Trust Fund on such terms and conditions as the Board may deem advisable;
Claims, Etc. There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
Claims, Etc. Except for this Agreement, the Other Agreements, the agreements listed on Schedules 3.05 and 7.02 and the transactions contemplated hereby and thereby, the Company has no debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims or other liabilities, either in law or equity as against any of Spinco or its officers, directors, agents, affiliates, record or beneficial securityholders, advisors or representatives that arise out of or relate to events, circumstances or actions taken by Spinco prior to the Distribution Date.
Claims, Etc. Except as set forth in Section 3.7(b) of the Disclosure Schedule, there are no actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands or allegations pending or, to the knowledge of Seller, threatened, alleging that any member of the Seller Group infringes, misappropriates, misuses, interferes with or otherwise violates any Intellectual Property of any other person (“Intellectual Property Claims”) and, to the knowledge of Seller, there is no basis for any such Intellectual Property Claim. Except as set forth in Section 3.7(b) of the Disclosure Schedule, the operation of the Business as currently conducted by the members of the Seller Group has not and does not infringe, misappropriate, misuse, interfere with or otherwise violate any Intellectual Property of any other person. To the knowledge of Seller, except as set forth in Section 3.7(b) of the Disclosure Schedule, no third person has infringed, misappropriated, misused, interfered with or otherwise violated any Intellectual Property of a member of Seller Group.
