We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

No Known Claims Sample Clauses

No Known ClaimsNo claims or proceedings, or threat of claims, are known by ICANN or are known to have been asserted by any third party against ICANN or any Affiliate relating to the Assigned Intellectual Property or challenging or questioning the validity, effectiveness or infringement of third-party rights thereof. Except as disclosed to the IETF Trust by ICANN on or prior to the Effective Date, no claims, demands or proceedings instituted by ICANN or any Affiliate are currently pending charging any third party with infringement, misappropriation, or dilution of any Assigned Intellectual Property and ICANN knows of no third party intellectual property rights that would be infringed by the use of the Assigned Intellectual Property anywhere in the world.
No Known Claims. NSI hereby represents and warrants that to the best of its knowledge, as of the date hereof, there are no infringement or misappropriation suits pending or filed or threatened against NSI within the Territory that relate to the Licensed Marks and Names and NSI is not presently aware of any such infringement or misappropriation.
No Known Claims. Each of the parties hereto acknowledges and agrees that, as of the date hereof, after giving effect to this Memorandum of Understanding, no party hereto has any claim against any other party hereto arising out of the Purchase Agreement or the transactions contemplated thereby or consummated thereunder, including without limitation any claims under Article 8 of the Purchase Agreement.
No Known Claims. As of the Separation Date, the Company represents and warrants that it is not currently aware, after reasonable inquiry, including consultation with the Company’s Chief Executive Officer and other members of the Company’s executive management team, of any claims or causes of action, in law or in equity, of any nature whatsoever, which the Company may have against the Executive in any regard arising out of or related in any way to Executive’s employment with the Company or concerning Executive’s separation of employment from the Company.
No Known Claims. The Company, for itself and for its controlled Releasees, represents that, as of the date of this Agreement, the Company has no knowledge of claims, demands, causes of action, fees or liabilities of any kind whatsoever, which it or they had, now have or may have against you as of the date of this Agreement, by reason of any actual or alleged act, omission, transaction, practice, conduct, statement, occurrence, or any other matter related to your employment with the Company or otherwise.
No Known Claims. Other than as set forth in Schedule 9.01(f), neither Party knows of any default by the other Party under this Agreement, the Articles of Association or the Related Agreements, nor of any event, circumstance or condition which, with notice, the passage of time, or both, would constitute a default by the other Party under this Agreement or the Articles of Association or by the other Party or any of its Affiliates under the Related Agreements, and to their knowledge, neither such Party nor any of its subsidiaries have any claims or defenses against the other Party with respect to this Agreement or against the other Party or any of its Affiliates under the Related Agreements, or against the other Party, any of Affiliates or JVCO, with respect to the Articles of Association, in each case including setoff, estoppel, waiver, cancellation of instruments, rescission, bad faith or excuse of performance.
No Known ClaimsCompany warrants and represents that, as of the Effective Date, after a diligent search and reasonable inquiry, including consultation with the members of the Company’s executive management team, it is not currently aware of any claims or causes of action, in law or in equity, of any nature whatsoever, which the Company may have against Employee in any regard arising out of or related in any way to: (i) Employee’s employment with the Company; concerning Employee’s separation of employment from the Company; has likewise made no disclosures to its shareholders in the context of any public filings, or in the context of any due diligence associated with any prospective M&A transaction, regarding the same.
No Known Claims. As of the Loan Funding Date, the Stockholder Representative certifies that it is not aware of any claims that may be asserted by it with respect to the Xhibit Rep and Warranty Obligations and Xhibit certifies that it is not aware of any claims that may be asserted by it with respect to the SHC Rep and Warranty Obligations.
No Known Claims. (a) You hereby acknowledge that, upon execution and delivery of this Restructuring Agreement by the parties hereto, delivery of the Company Closing Deliveries to you and satisfaction or waiver of the Conditions Precedent, you are unaware as of the date hereof of any claims, rights or causes of action that may have arisen in connection with the conduct, actions or lack of action by the Company, Specialty Finance Fund I, LLC or Comerica Bank-Texas, and any of its officers, directors, employees, members and agents related to the Purchase Agreement, the 11.28% Notes and the Preexisting Obligations. (b) The Company hereby acknowledge that, upon execution and delivery of this Restructuring Agreement by the parties hereto, delivery of the Company Closing Deliveries to you and satisfaction or waiver of the Conditions Precedent, the Company is unaware as of the date hereof of any claims, rights or causes of action that may have arisen in connection with the conduct, actions or lack of action by you or any of your officers, directors, employees, members and agents related to the Purchase Agreement, the 11.28% Notes and the Preexisting Obligations. If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the Company, whereupon this letter shall become a binding agreement between the Company and you. Very truly yours, BOOTS & XXXXX INTERNATIONAL WELL CONTROL, INC. By: _____________________________ Title: The foregoing Agreement is hereby accepted as of the date first above written. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: _____________________________ Name: Title: Address for Notices: The Prudential Insurance Company of America c/o Prudential Capital Group - Corporate & Project Workouts Four Gateway Center, 7th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000-0000 Attention: Managing Director Fax No.: (000) 000-0000 EXHIBIT A --------- [FORM OF NOTE] BOOTS & XXXXX INTERNATIONAL WELL CONTROL, INC. SENIOR SUBORDINATED NOTE DUE DECEMBER 30, 2005 $7,200,000.00 December 28, 0000 Xxx Xxxx, Xxx Xxxx FOR VALUE RECEIVED, the undersigned, BOOTS & XXXXX INTERNATIONAL WELL CONTROL, INC. (the "COMPANY"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of SEVEN MILLION DOLLARS ($7,200,000) plus the amount of Interest Accruals provided for ---- her...
No Known Claims. Cxxxxxx represents, warrants and covenants that, as of the date she signs this Agreement, (1) she is unaware of any wages (as that term is defined by applicable state law) that are owed to her by the Companies and that have not been paid; (2) she is unaware of any request for leave under the Family and Medical Leave Act that was denied; (3) she has no known work-related injury, disability, or illness, and has not requested any accommodation under the Americans With Disabilities Act or similar state law that has not been satisfied; and (4) she is unaware of any document, circumstance, occurrence, or any conduct on behalf of the Companies or any of their agents, employees, officers or directors, or any Releasee, which evidence, contain, or constitute a violation of any law, standard, or regulation, including but not limited to a violation of federal or state securities laws, which either has not been properly documented by her in the Companies’ records or not been disclosed by her to persons other than herself at the Companies, upon which representations the Companies expressly rely in entering into this Agreement.