No Claims Against Company. Executive has not filed any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company, with any local, state or federal agency, union or court from the beginning of time to the Execution Date, and Executive will not do so at any time hereafter, based upon events occurring prior to the Execution Date, excluding any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company arising out of or relating to any Executive Reserved Claims. In the event any arbitrator or court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring any legal proceeding on his behalf, Executive will ask any such arbitrator or court to withdraw from and/or dismiss any such action, grievance, or arbitration, with prejudice, excluding any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company arising out of or relating to any Executive Reserved Claims.
No Claims Against Company. To the knowledge of Company, the conduct of the Company’s business as now conducted and as now proposed to be conducted in its written business documents, and all products and processes as now or as now proposed in its written business documents to be, manufactured, marketed, licensed, distributed, offered, sold, imported or used by the Company, do not and will not violate any license, misappropriate any Trade Secrets, or infringe (either directly or indirectly, including without limitation through contributory infringement or inducement to infringe) any Intellectual Property Rights of any other Person. No claim is pending or, to the Company’s knowledge, threatened, to the effect that any Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. The Company has no reason to believe that any Intellectual Property Rights owned or used by the Company may be invalid or unenforceable.
No Claims Against Company. Neither the conduct of the Company’s business as presently conducted and as proposed in the Management Presentation to be conducted, nor the Company Software, infringes any Intellectual Property Rights of any other Person. No claim is pending or, to the Company’s knowledge, threatened, to the effect that any Intellectual Property Right owned by the Company is invalid or unenforceable by the Company. The Company has no reason to believe that any Intellectual Property Rights owned by the Company may be invalid or unenforceable.
No Claims Against Company. No Shareholder has any claims, demands, proceedings or cause of action against the Company, whether in law or at equity.
No Claims Against Company. Except as set forth on Management Stockholder Disclosure Schedule 5.5, the Management Stockholder has no claim or cause of action against Company or any of the Company Subsidiary, except for accrued compensation and benefits and expenses or similar obligations incurred in the ordinary course of business (including reimbursement of medical expenses pursuant to the Benefit Plans disclosed pursuant to this Agreement), and except as otherwise specifically provided in this Agreement.
No Claims Against Company. At the Closing Time, such Vendor shall not, in its capacity as a shareholder of the Company, have any claims against the Company.
No Claims Against Company. To the knowledge of Company, the conduct of the Company's business as now conducted, all products and processes now manufactured, marketed, licensed, distributed, offered or used by the Company and the Company's Intellectual Property Rights do not and will not violate any license, misappropriate any Trade Secrets, or infringe (either directly or indirectly, including without limitation through contributory infringement or inducement to infringe) any Intellectual Property Rights of any other Person. No claim is pending or, to the Company's knowledge, threatened, to the effect that any Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. The Company has no reason to believe that any Intellectual Property Rights owned or used by the Company may be invalid or unenforceable.
No Claims Against Company. No Seller shall have any right to obtain damages (whether through an action for contribution or otherwise) from any of the Company, the Company’s Subsidiaries or their Representatives with respect to any breach of any representation, warranty, covenant or agreement hereunder and each Seller hereby releases, waives and discharges any such rights and all other rights in connection therewith against the Company, the Company’s Subsidiaries and their Representatives (except for any reimbursements pursuant to any Benefit Plan or other arrangement in effect at or prior to the Closing in connection with the Option Holder Payments and Deal Bonuses as a result of indemnity payments by the Sellers hereunder), other than with respect to obligations of the Company, the Company’s Subsidiaries and their Representatives hereunder to be performed after the Closing.
