No Material Adverse Claims. Borrower warrants and will defend all Collateral against all material adverse claims and demands (excluding any Permitted Liens).
No Material Adverse Claims. There are no material adverse claims or challenges of any kind whatsoever, including without limitation claims or challenges by third parties, against or to the ownership of, or title to, the Target Shares, nor is there any basis therefore, that if determined adversely, would have a Material Adverse Effect on the ownership or use thereof.
No Material Adverse Claims. There are no material adverse claims or challenges of any kind whatsoever, including without limitation claims or challenges by third parties, against or to the ownership of, or title to Natcore or its assets, nor, to the best of Natcore’s knowledge are any such challenges contemplated, threatened nor is there any basis therefore, that if determined adversely, would have a material adverse affect on the ownership or use thereof.
No Material Adverse Claims. (i) No claim has been asserted by any Person with respect to the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any such Intellectual Property and the Company does not know of any valid basis for any such claim; and (ii) the use of such Intellectual Property by each Loan Party and each of its Subsidiaries does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liability on the part of any Loan Party or any of its Subsidiaries, except in the case of (i) and (ii) for claims or infringements which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The consummation of the transactions contemplated by this Agreement will not in any manner or to any extent impair the ownership of (or the license to use, as the case may be) any of such Intellectual Property by any Loan Party or any of its Subsidiaries.
No Material Adverse Claims. Since the Latest Balance Sheet -------------------------- Date, there shall have been no material adverse change in the business, financial condition, operating results, assets, employee relations, customer or supplier relations, product development efforts, research and development efforts or business prospects of the Company and there shall have been no material claims or casualty loss or damage to the Company's assets (whether or not covered by insurance)
No Material Adverse Claims. The Debtor owns, or is licensed to use, -------------------------- all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use by the Debtor of any of its Intellectual Property or the validity or effectiveness of any of its Intellectual Property, nor does the Debtor know of any valid basis for any such claim, except as otherwise set forth in the Loan Agreement. Debtor considers that the use by the Debtor of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any governmental authority which would limit, cancel or question the validity of, or the Debtor's rights in, any Intellectual Property in any respect that could reasonably be expected to have a material adverse effect on the business or the property of the Debtor.
No Material Adverse Claims. There are no material adverse claims or challenges of any kind whatsoever, including without limitation claims or challenges by third parties, against or to the ownership of, or title to, the OHG Shares, nor is there any basis therefore, that if determined adversely, would have a Material Adverse Effect on the ownership or use thereof.
No Material Adverse Claims from the date hereof to Closing, no action, suit, proceeding or investigation shall have been commenced or threatened against AHI Ontario which, in the reasonable opinion of AHC BC, if successful, would have a Material Adverse Effect on the AHI Ontario Business.
No Material Adverse Claims from the date hereof to Closing, no action, suit, proceeding or investigation will have been commenced or threatened against NCG, the NCG Interest or the Properties, which, in the reasonable opinion of WRR, if successful, would have a Material Adverse Effect on the NCG Interest.
