No Challenge to Title Sample Clauses

No Challenge to Title. Each party agrees that it shall not (and shall cause its Subsidiaries not to), for any reason, after the Effective Date (regardless of whether this Agreement is subsequently terminated), either itself do or authorize any Third Party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to such party or its Subsidiaries hereunder: (a) represent to any Third Party in any manner that it owns or has any ownership rights in such Intellectual Property Rights; (b) apply for any registration of such Intellectual Property Rights (including federal, state, and national registrations); or (c) impair, dispute or contest the validity or enforceability of the other party’s (or any of such other party’s Subsidiaries) right, title and interest in and to such Intellectual Property Rights.
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No Challenge to Title. Neither Varex nor any member of its Group shall do, or license, authorize or otherwise enable or assist any Third Party to do, any of the following: (a) represent to any Person in any manner that it owns or has any ownership rights in or to any Licensed Xxxx; (b) apply for any federal, state, national or supranational registration of any Licensed Xxxx; or (c) impair, dispute or in any way contest or challenge the validity or enforceability of any Licensed Xxxx or any other related xxxx of Varian or any member of its Group, or any right, title or interest of Varian or any member of its Group in or to any Licensed Xxxx or any other related xxxx of Varian or any member of its Group, or do or permit any act which may directly or indirectly be detrimental to the reputation and goodwill of Varian or any member of its Group, including any act which might assist or give rise to any application to cancel any registration for any Licensed Xxxx or any other related xxxx of Varian or any member of its Group.
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No Challenge to Title. The party receiving the license hereunder acknowledges and agrees that the party (or its applicable Affiliate) granting the license is the sole and exclusive owner of the Licensed Xxxx so licensed. Keysight agrees that it shall not (and shall cause its Affiliates not to), for any reason, whether during or after the termination of this License, do or authorize any Third Party to do, any of the following with respect to any Licensed Xxxx licensed to Keysight or its Affiliates hereunder: (a) represent to any Third Party in any manner that it owns or has any ownership rights in the Licensed Marks; (b) apply for federal, state, or national registration of the Licensed Marks; or (c) impair, dispute or contest the validity of the Agilent (or any of its Affiliates) right, title and interest in and to the Licensed Marks.
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No Challenge to Title. Neither Licensee nor any member of its Group shall do, or license, authorize or otherwise enable or assist any Third Party to do, any of the following: (a) represent to any Person in any manner that it owns or has any ownership rights in or to any of Licensor’s Licensed IP; (b) apply for any federal, state, national or supranational registration of any of Licensor’s Licensed IP; or (c) impair, dispute or in any way contest or challenge the validity or enforceability of any of Licensor’s Licensed IP or any right, title or interest of Licensor or any member of its Group therein or thereto.
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No Challenge to Title. Subject to Sections 6.05 and 6.06, Licensee agrees that it shall not (and shall cause the other members of its Group not to), for any reason, whether during or after the termination of this Agreement, do or authorize any Person to do, any of the following with respect to any Intellectual Property or Software licensed to its Group hereunder: (a) represent to any Person in any manner that it owns or has any ownership rights in such Intellectual Property or Software; (b) except in accordance with Section 3.03(b) or (c), apply for federal, state, or national registration of such Intellectual Property or Software; or (c) impair, dispute or contest the validity of Licensor’s (or any member of its Group) right, title and interest in and to such Intellectual Property or Software.
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No Challenge to Title. Each Party agrees that it shall not (and shall cause the members of its Group not to), for any reason, from the Separation Date until the fifth (5th) anniversary of the Separation Date, either itself do or authorize any third party to do any of the following anywhere in the world with respect to any Intellectual Property licensed to it or the members of its Group hereunder: (a) represent to any third party in any manner that it owns or has any ownership rights in such Intellectual Property; (b) apply for any registration of such Intellectual Property (including federal, state and national registrations); or (c) impair, dispute or contest the validity, enforceability or registrability of the other Party’s (or any of the members of such other Party’s Group) right, title and interest in and to such Intellectual Property. The immediately preceding sentence shall not apply to Trademarks, challenges to which are governed by the Trademark Related Agreements.
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No Challenge to Title. Each Party agrees that it shall not, for any reason, during the term of the licenses granted in Article III and Article IV, either itself do or authorize any third party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to it hereunder: (a) represent to any third party in any manner that it owns or has any ownership rights in such Intellectual Property Rights (other than to the extent of the license granted hereunder); (b) apply for any registration of such Intellectual Property Rights (including federal, state and national registrations); or (c) impair, dispute or contest the validity or enforceability of the other Party’s right, title and interest in and to such Intellectual Property Rights.
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No Challenge to Title. Each Party agrees that it shall not (and shall cause its Subsidiaries not to), for any reason, after the Distribution Time (regardless of whether this IPMA is subsequently terminated pursuant to Section 7.1 (Term)), either itself do or authorize any Third Party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to such Party or its Subsidiaries (including in the case of the licenses granted to Seattle, Miami and its Subsidiaries) hereunder: (a) represent to any Third Party in any manner that it owns or has any ownership rights in such Intellectual Property Rights; (b) apply for any registration of such Intellectual Property Rights (including federal, state, and national registrations); or (c) impair, dispute or contest the validity or enforceability of, or any of the other Party’s (or any of such other Party’s Subsidiaries’, including, in the case of Seattle, Miami’s or its Subsidiaries’) right, title and interest in and to, such Intellectual Property Rights. Nothing in this Section 8.5 (No Challenge) shall preclude either Party or any of its Subsidiaries from providing documents, information, and/or testimony in compliance with any subpoena duly served upon such Party or such Subsidiary or any order by a Governmental Authority with jurisdiction over such Party or such Subsidiary.
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No Challenge to Title. Each Party agrees that it shall not (and shall cause its Subsidiaries not to), for any reason, after the Distribution Time (regardless of whether this IPMA is subsequently terminated pursuant to Section 7.1 (Term)), either itself do or authorize any Third Party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to such Party or its Subsidiaries (including in the case of the licenses granted to Seattle, Miami and its Subsidiaries) hereunder or, in the case of Houston and the members of the Houston Group, the Intellectual Property Rights subject to the CNTS granted in Article XI (Covenant Not to Xxx): (a) represent to any Third Party in any manner that it owns or has any ownership rights in such Intellectual Property Rights; (b) apply for any registration of such Intellectual Property Rights (including federal, state, and national registrations); or (c) impair, dispute or contest the validity or enforceability of, or any of the other Party’s (or any of such other Party’s Subsidiaries’, including, in the case of Seattle, Miami’s or its Subsidiaries’) right, title and interest in and to, such Intellectual Property Rights. Nothing in this Section 8.5 (No Challenge) shall preclude either Party or any of its Subsidiaries from providing documents, information, and/or testimony in compliance with any subpoena duly served upon such Party or such Subsidiary or any order by a Governmental Authority with jurisdiction over such Party or such Subsidiary.
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Related to No Challenge to Title

  • No Challenges Each Company Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

  • No Challenge Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Parent Support Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement.

  • Pending or Threatened Litigation All material threatened or pending litigation against the Contractor or its Affiliates has been disclosed in writing to FAC prior to the Execution Date. For purposes of this Section, litigation is material if a final finding of liability against the Contractor or its Affiliate(s), would create a substantial likelihood that the Contractor’s ability to perform its obligations under this Contract would be significantly impaired. Any new material litigation filed against the Contractor or its Affiliates after the Execution Date will be disclosed in writing to FAC within ten (10) Business Days of receipt by the Contractor of notice new pending litigation. For purposes of this Section the term “litigation” shall mean any formal judicial or administrative proceeding.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

  • Challenge If Executive violates or challenges the enforceability of any provisions of the Restrictive Covenants or this Release, no further payments, rights or benefits under Section 5 of the Agreement will be due to Executive (except where such provision would be prohibited by applicable law, rule or regulation).

  • Seller’s Knowledge For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge only of Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, at the times indicated only, and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.

  • No Air Rights No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

  • No Authority to Bind Company Consultant acknowledges and agrees that Consultant and its Assistants have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

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