NO-CONTEST CLAUSE Sample Clauses

NO-CONTEST CLAUSE. The LICENSEE undertakes not to contest the LICENSOR’s Know-How either by an invalidity suit, opposition or otherwise, not to assist Third Parties directly or indirectly in contesting the LICENSOR’s Know-How. The scope of protection of this provision xxxx also cover the contracutal Know-How.
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NO-CONTEST CLAUSE. During the Project Term, the contractual partners will refrain from contesting either themselves or assisting third parties in contesting any intellectual property rights which arise within the scope of this project and which have been registered by the contractual partners.
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NO-CONTEST CLAUSE. If any beneficiary under a trust created by this document shall, directly or indirectly, contest in any court the validity of any trust created by this document, or any will or other document making a transfer to this trust, or shall seek to obtain an adjudication in any proceeding in any court that this trust or any of its dispositive provisions are void, or otherwise seek to void, nullify, or set aside the trust or any of its provisions, then the right of that person to take any interest given to him/her by this document shall be determined as it would have been determined had the person predeceased the execution of this declaration of trust.
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NO-CONTEST CLAUSE. If any beneficiary of this trust, singly or in conjunction with any other person, contests in any court the validity of this trust (including any amendment hereto), a Settlor’s Will (including any codicils thereto), or any provisions of either; or seeks to obtain an adjudication in any proceeding that this trust, a Settlor’s Will, or any provisions of either is void; or seeks to otherwise void, nullify, or set aside this trust or any of its provisions; or files a creditor’s claim (except for a claim based on a written promise or agreement signed by either of us) against a Settlor’s estate; or files a creditor’s claim (except for a claim based on a written promise or agreement signed by either of us) against the trust; or files a petition or other pleading to change the character of any property owned by either of us, the character of which has been designated by such Settlor in writing; or files a petition or other pleading to challenge the validity of any instrument, contract, agreement, trust, or beneficiary designation that either of us has entered into during his or her lifetime and that relates to the disposition of assets of a Settlor upon his or her death (collectively “Documents”); or files a petition or other pleading for settlement or compromise of any Document; then the right of such beneficiary to take any interest given to him or her under this trust or any Document shall be determined as it would have been determined had such beneficiary predeceased us without surviving issue. The Trustees are hereby authorized to defend, at the expense of the trust estate, any contest or other attack of any nature on this trust or any of its provisions. Notwithstanding the foregoing, this paragraph shall not apply to any transfer or trust hereunder otherwise qualifying for the federal estate tax charitable deduction. SIGNED at , California, on , 2011. HUSBAND LAST NAME, Settlor WIFE LAST NAME, Settlor ACCEPTED: HUSBAND LAST NAME, Trustee WIFE LAST NAME, Trustee STATE OF CALIFORNIA ) ) COUNTY OF ) On , 2011, before me, , Notary Public, personally appeared HUSBAND LAST NAME and WIFE LAST NAME, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the...
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NO-CONTEST CLAUSE. We want the greatest deterrence against interference with our estate plan that the law allows. To that end, we direct that all Contestants (as defined below) shall take none of our property and nothing from our probate estate, the trust estate of any trust created by us, or the property passing under any Protected Instrument (as defined below). All Contestants are hereby expressly disinherited. Any and all gifts or property that otherwise would have gone to Contestants shall be forfeited and shall pass as if the Contestants (including all of them) had predeceased us without leaving living issue. Notwithstanding the foregoing, this no contest clause shall not be violated by any Permitted Action (as defined below).
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NO-CONTEST CLAUSE. Ethicon agrees not to contest the ownership, validity or inventorship of the ‘604 patent or any of its foreign counterparts. Inamed agrees not to contest the ownership, validity or inventorship of the ‘176 patent and any of its foreign counterparts. The parties mutually covenant not to bring any action of any kind against the other party relating to the ownership, validity, inventorship, or infringement of the ‘176 and ‘604 patents, and to cause any such pending actions, wherever in the world they may be pending, to be promptly abandoned and/or withdrawn.
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NO-CONTEST CLAUSE. If any beneficiary of a trust created hereunder in any manner, directly or indirectly, contests the validity of this Trust Agreement or any of its provisions, or institutes or joins in, except as a party defendant, any proceeding to contest the validity of this Trust Agreement or to prevent any provision hereof from being carried out in accordance with the terms hereof, then all benefits provided for such beneficiary and such contesting beneficiary’s descendants are revoked and will pass as if that contesting beneficiary and such contesting beneficiary’s descendants had failed to survive the Settlor. The provisions of this Article will be enforceable unless in a court action determining whether this no contest clause should be enforced, the party bringing the contest establishes that the contest was brought and maintained in good faith and that just cause exists for bringing the contest. Each benefit conferred herein is made on the condition precedent that the beneficiary receiving such benefit accepts and agrees to all of the provisions of this Trust Agreement or any trust created hereunder, and the provisions of this Article are an essential part of each and every benefit. The Trustee will be reimbursed for the reasonable costs and expenses, including attorneys’ fees, incurred in connection with the defense of any such contest.
Sample 1
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NO-CONTEST CLAUSE. If a beneficiary under this instrument, alone or in conjunction with any other person or persons, contests or attacks the validity of this instrument in any court or seeks to obtain an adjudication in any proceeding in any court that this trust or any of its provisions are void, or otherwise seeks to void, nullify, or set aside this trust or any of its provisions, or if a beneficiary contests or attacks either trustor's last will or any provisions of those xxxxx in any proceeding designed to thwart their wishes as expressed in those xxxxx, then that beneficiary's right to take any interest given to that beneficiary in this instrument shall be determined as it would have been determined had the beneficiary predeceased the execution of this trust instrument without surviving descendants. The trustee is authorized to defend, at the expense of the trust, any contest or attack on this trust or any of its provisions.
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NO-CONTEST CLAUSE. If any Remaindermen under this PRIMARY BENEFICIARY Trust in any manner, directly or indirectly, contests or attacks such trust or any of its provisions, any share or interest in the trust estate given to that contesting beneficiary under this trust is revoked and shall be disposed of in the same manner provided herein as if that contesting beneficiary had predeceased the TRUSTOR or, if more than one TRUSTOR, the last TRUSTOR to die. Yes No initials
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Related to NO-CONTEST CLAUSE

  • No Contest Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, prior to the Discharge of Senior Priority Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by any Senior Priority Agent or Senior Priority Creditor for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a)), or (ii) any objection by any Senior Priority Agent or Senior Priority Creditor to any motion, relief, action or proceeding based on a claim by such Senior Priority Agent or Senior Priority Creditor that its interests in the Collateral (unless in contravention of Section 6.1(a)) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Senior Priority Agent as adequate protection of its interests are subject to this Agreement. Except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and any Senior Priority Creditors represented thereby, any Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that, prior to the applicable Discharge of Senior Priority Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by any other Senior Priority Agent or any Senior Priority Creditor represented by such other Senior Priority Agent for adequate protection of its interest in the Collateral, or (ii) any objection by such other Senior Priority Agent or any Senior Priority Creditor to any motion, relief, action, or proceeding based on a claim by such other Senior Priority Agent or any Senior Priority Creditor represented by such other Senior Priority Agent that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other Senior Priority Agent as adequate protection of its interests are subject to this Agreement. Except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and any Junior Priority Creditors represented thereby, any Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, agrees that, prior to the applicable Discharge of Junior Priority Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by any other Junior Priority Agent or any Junior Priority Creditor represented by such other Junior Priority Agent for adequate protection of its interest in the Collateral, or (ii) any objection by such other Junior Priority Agent or any Junior Priority Creditor to any motion, relief, action, or proceeding based on a claim by such other Junior Priority Agent or any Junior Priority Creditor represented by such other Junior Priority Agent that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other Junior Priority Agent as adequate protection of its interests are subject to this Agreement.

  • No Contravention The execution, delivery and performance by the Guarantor of this Guaranty do not and will not (a) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to the Guarantor, (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Guarantor is a party or by which the Guarantor or its properties may be bound or affected, or (c) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor.

  • No Governmental Litigation There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

  • NO CONTRACTING OUT 12.01 The Nursing Home shall not contract-out any work usually performed by members of the bargaining unit if, as a result of such contracting-out, a lay-off of any employees other than casual part-time employees results from such contracting-out. Contracting-out to an Employer who is organized and who will employ the employees of the bargaining unit who would otherwise be laid-off with similar terms and conditions of employment is not a breach of this Agreement.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • No Contracts No agreements, undertakings or contracts affecting the Property, written or oral, will be in existence as of the Closing, except as set forth on the Certification of Operating Contracts, and true and correct copies of such contracts have been delivered to Purchaser. With respect to any such contracts set forth on the Certification of Operating Contracts, each such contract is valid and binding on the Seller and is in full force and effect in all material respects. Neither Seller and to the knowledge of Seller, no other party to any such contract has breached or defaulted under the terms of such contract, except for such breaches or defaults that would not, individually or in the aggregate, have a material adverse effect on the business or operations of the Property.

  • Corporate and Governmental Authorization; No Contravention The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the articles of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries.

  • No Control Nothing contained in this Agreement shall give the Parent the right to control or direct Company or Company’s operations prior to the consummation of the Merger.

  • No Collusion The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of (i) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (ii) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code, 720 ILCS 5/33E-1 et seq. The Consultant represents that the only persons, firms, or corporations interested in this Agreement as principals are those disclosed to the Village prior to the execution of this Agreement, and that this Agreement is made without collusion with any other person, firm, or corporation. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village’s option, be null and void.

  • Authorization; No Contravention The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

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