Other Challenges Sample Clauses

Other Challenges. If the JPC determines (or if after the JPC disbands, the Parties mutually agree) that a Patent owned by a Third Party is or could potentially or arguably be infringed by the development, manufacture or commercialization of the Product in the Territory, then the Parties will discuss the matter and agree upon a strategy relating to such Third Party Patent; provided, however, that if the Parties fail to agree upon such a strategy, then subject to Section 9.3 (Filing, Prosecution and Maintenance of Patents) and Section 9.5 (Enforcement of Patents and Know-How), Genzyme will determine the appropriate strategy in its reasonable discretion. If, consistent with such strategy, either or both Parties challenge such Third Party Patent through opposition, re-examination, nullity or revocation proceeding, or other available administrative mechanism, then all costs and expenses incurred by the Parties in connection with such challenge will be included as Program Costs.
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Other Challenges. The following matters are in their early procedural stages and are presented for completeness only. MasterCard has not yet determined whether these matters may have a material adverse impact on its business or prospects. Paycom. In May 2003, a complaint was filed against MasterCard in the U.S. District Court for the Central District of California (Los Angeles) by a merchant aggregator who sells adult entertainment website content and who has been assessed for exceeding excessive chargeback program standards. The complaint alleges antitrust, breach of contract, fraud and other theories of damages against MasterCard. No trial date has been set in this matter. North Carolina Action. In May 2003, a purported class action complaint was filed by a group of non-face-to-face merchants in federal court in North Carolina against MasterCard, Visa, American Express and Discover. The claims involve theories under RICO, federal antitrust law, state antitrust law, fraud, civil conspiracy, unfair/deceptive trade practices and related claims, including claims for breach of fiduciary duty. The federal antitrust claims include the claim that MasterCard's purported monopoly power forces plaintiffs to bear risks and costs of fraud and forces plaintiffs to pay excessive interchange. Plaintiffs claim defendants have earned monopolistic and unjust profits from chargeback fees/penalties and credit penalty fees. Other antitrust claims include group boycott and a conspiracy to profit from fraud in the card-not-present industry. No trial date has been set in this matter. Schedule 3.15
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Other Challenges. Meanwhile, the cities of Vancouver and Burnaby have challenged the lack of oral cross-examination in the hearing schedule. Economist Xxxxx Xxxxx and MP Xxxxxxxxx Xxx also filed Notices of Motion requesting that the schedule be amended to include an oral cross-examination phase. ForestEthics, along with eight Lower Mainland residents, have filed a Notice of Motion with the NEB asserting that the hearing procedure as currently scheduled violates their Charter right to free speech through undue restrictions on public comment. The group also challenges the NEB’s restrictions on subject matter which bans discussion of the upstream and downstream consequences of extracting and burning the oil carried in the pipeline. ForestEthics indicates their willingness to proceed to federal court if necessary.
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Related to Other Challenges

  • No Challenges Each Company Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

  • No Challenge Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Parent Support Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement.

  • Challenge If Executive violates or challenges the enforceability of any provisions of the Restrictive Covenants or this Release, no further payments, rights or benefits under Section 5 of the Agreement will be due to Executive (except where such provision would be prohibited by applicable law, rule or regulation).

  • No Proceedings or Litigation No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

  • Legal Action If you are dissatisfied with the determination of your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law. Under state law, you may not begin court proceedings prior to the expiration of sixty (60) days after the date you filed your claim. In no event may legal action be taken against us later than three (3) years from the date you were required to file the claim. For members covered by a group (employer sponsored) health plan, your plan may be subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Under federal law, if your plan is subject to ERISA you may have the right to bring legal action under section 502(a) of ERISA after you have exhausted all appeals available under the plan. That means, for both medical and administrative appeals, federal law requires that you pursue a final decision from the plan, prior to filing suit under section 502(a) of ERISA. For a medical appeal, that final decision is the determination of the appeal. You are not required to submit your claim to external review prior to filing a suit under section 502(a) of ERISA. Consult your employer to determine whether this applies to you and what your rights and obligations may be. If you are dissatisfied with the decision on your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law.

  • No Material Proceedings There are no Material Proceedings pending or, to the best knowledge of Borrower, threatened.

  • 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.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

  • Patent Challenge 6.5.1 Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, upon the commencement by Licensee or any of its Affiliates of a Patent Challenge.

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