No Conflicting Claims. Without prejudice to clause 19.1, Purchaser undertakes that no claim shall be made by any member of Purchaser Group or by any Target Company or JVCo against any member of Seller's Group under any of the Local Transfer Agreements for breach of any warranty, representation, undertaking, covenant or indemnity relating to the sale of any of the Target Companies or JVCos other than those which are required to implement the transfer of those DivestCo Shares which are to be transferred on the basis of the relevant Local Transfer Agreement. Should, nevertheless, such claims be made, Purchaser shall indemnify and hold harmless the relevant member of Seller's Group in respect of any claims, actions, proceedings, losses and Costs arising in respect of the same.
No Conflicting Claims. In the event of any of the Vendor Guarantors having taken or taking any security from the Vendor or any other Vendor Guarantors in connection with this guarantee and indemnity, the Vendor Guarantor hereby undertakes to hold the same in trust for each of the Beneficiaries pending discharge in full of all the Vendor Guarantor’s obligations under this Deed. The relevant Vendor Guarantor shall not, after any claim has been made pursuant to this Clause 6, claim from the Vendor or any other Vendor Guarantor any sums which may be owing to it from the Vendor or any other Vendor Guarantor or have the benefit of any set-off or counter-claim or proof against or dividend, composition or payment by the Vendor or any other Vendor Guarantor until all sums owing to each of the Beneficiaries in respect hereof shall have been paid in full.
No Conflicting Claims. The exercise and practice of the Purchased IP and the Previously Purchased IP (as licensed to Seller) used in the Business as currently conducted and the manufacture, sale, operation and use of the Products does not infringe any Intellectual Property of any third party. No current or former officer, director, shareholder, employee, consultant or independent contractor of Seller or its Affiliates has any right, claim or interest in or with respect to any of the Purchased IP. There is no unauthorized use, disclosure or misappropriation of any of the Purchased IP by any employee or former employee of Seller or its Affiliates, or by any other third party. There are no royalties, fees or other payments payable by Seller to any person or Affiliate under any written or oral contract or understanding by reason of the ownership, use, sale or disposition of the Previously Purchased IP or the Purchased IP. Seller is not aware of any claim or allegation against it in respect of any infringement of the Intellectual Property of any third party, whether asserted or unasserted; and Seller has not been notified of any claim by any third party alleging that any of the Previously Purchased IP or the Purchased IP is invalid or that the practice of any of the information referred to thereon or the use or operation of the Products infringes upon any Intellectual Property right of a third party. Except as specified on Section 4.15 of the Seller Disclosure Schedule, Seller is aware of no infringers of any of the Previously Purchased IP or the Purchased IP. Seller has not brought a proceeding alleging infringement of the Previously Purchased IP or the Purchased IP or breach of any license or agreement involving the Previously Purchased IP or the Purchased IP against any third party.
No Conflicting Claims. To Seller’s Knowledge, there are no other mining claims that conflict with any of the Subject Claims.
