Potential Adverse Claim Sample Clauses

Potential Adverse Claim. Stockholder hereby references that certain Letter Agreement dated April 23, 1998 (the “Letter Agreement”) by and among Stockholder, Exeter Venture Management Corporation and Xxxxxxx X. X’Xxxxx, a copy of which has previously been delivered to Parent or its representatives. To the knowledge of Stockholder, Stockholder has the exclusive right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except for the rights granted to Parent under this Agreement, notwithstanding the Letter Agreement. Stockholder covenants to use its reasonable best efforts to defend any claim that may be asserted under or in connection with the Letter Agreement insofar as it relates to the rights and benefits granted to Parent and Purchaser hereunder. Parent and Purchaser shall have the right to participate in the defense of any such claim at their sole cost and expense. Except as may otherwise be set forth in Section 7, Stockholder shall have no right to terminate this Agreement in the event of the filing or prosecution of any such claim unless a court of competent jurisdiction shall have issued a final injunction or final order in which such court has determined that the voting of the Subject Shares is subject to the Letter Agreement.
Sample 1
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Related to Potential Adverse Claim

  • No Adverse Claim The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.

  • No Adverse Claims Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Buyer in and to all Purchased Mortgage Loans and the related Repurchase Assets against all adverse claims and demands.

  • Other Adverse Claims or Interests Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Transaction SUBI to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim on any interest therein, and the Seller shall defend the right, title and interest of the Buyer in, to and under the Transaction SUBI against all claims of third parties claiming through or under the Seller.

  • Material Adverse Change A Material Adverse Change occurs;

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

  • No Purchaser Material Adverse Effect No Material Adverse Effect shall have occurred with respect to the Purchaser since the date of this Agreement which is continuing and uncured.

  • Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • Material Adverse Event The occurrence of a MATERIAL ADVERSE EVENT.

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