Relevant Claims Clause Samples
The 'Relevant Claims' clause defines which intellectual property claims are pertinent to the agreement, typically focusing on patents or other rights that could be infringed by the use, manufacture, or sale of the licensed products or services. In practice, this clause specifies the scope of claims covered, such as those owned or controlled by the licensor as of the effective date, and may exclude claims that are not directly related to the licensed technology. Its core function is to clearly delineate the boundaries of what is protected or licensed, thereby reducing ambiguity and minimizing the risk of future disputes over the extent of intellectual property coverage.
Relevant Claims. Purchaser warrants that as at the date of this Agreement it does not have actual knowledge of any fact which would give rise to a Relevant Claim.
Relevant Claims. If, in accordance with Schedule 4 of the SPA, the Buyer gives the Seller notice of a Relevant Claim, and such Relevant Claim is not settled or otherwise determined by the date of a Principal Payment, the Principal Payment shall be suspended in the manner described in Section 3(c) by an amount equal to such unsettled Relevant Claim (“Amount Claimed”). Upon the settlement or determination of such Relevant Claim , the Principal Payment shall be deemed satisfied to the extent of the amount settled or otherwise determined in respect of such Relevant Claim (the “Settled Amount”), and an amount equal to the Amount Claimed less the Settled Amount, if any, shall be paid to the Seller within ten (10) Business Days of the settlement or determination of such Relevant Claim.
Relevant Claims. 2.1 In the event that the Purchaser brings a Relevant Claim or otherwise seeks to recover any loss or damage pursuant to a claim against the Escrow Shares held in the Escrow Account from time to time, the Sellers’ Representative may at his option undertake the defence thereof by representatives of his own choosing.
2.2 So long as the Sellers’ Representative has assumed the defence of any Relevant Claim or other claim in the manner set out in paragraph 2.1 above, the Sellers’ Representative shall have the exclusive right to contest, defend and litigate such Relevant Claim or other claim and shall have the exclusive right, in his sole discretion, to settle any such Relevant Claim or other claim, either before or after the initiation of litigation at such time and on such terms as the Sellers’ Representative deems appropriate.
2.3 Subject to entry into of appropriate confidentiality agreements, the Purchaser shall provide the Sellers’ Representative at the Sellers’ Representative cost with reasonable access to relevant records and other information that shall be reasonably requested (subject to entry into appropriate confidentiality agreements) for defending against a Relevant Claim.
2.4 The Purchaser agrees that it will not bring any claim against a Group Company in respect of which any Seller may have any liability under the terms of this Agreement.
1. Limitation on Quantum
Relevant Claims. 3.1 For the Purchaser to make a Relevant Claim, it shall give written notice thereof to the Sellers’ Representative (a “Claim Notice”). Any Claim Notice shall specify in reasonable detail with supporting evidence the event, matter or breach which gives rise to the Relevant Claim and a good faith best estimate of the amount claimed in respect thereof (the “Claimed Amount”). If any Escrow Shares remain in the Escrow Account on the date of the Claim Notice, then the Purchaser shall also send a copy of the Claim Notice to the Escrow Agents. Each such Claim Notice shall be duly completed and dated with the date on which it is given and executed by the Purchaser and shall clearly specify: (a) whether or not it is a Seller Claim or a Reimbursement Claim; and (b) if it is a Seller Claim, the name of the Seller to which such claim applies.
3.2 The Sellers’ Representative may, within 30 Business Days after receipt of a Claim Notice from the Purchaser, request further information related to the basis for and alleged quantum of the Relevant Claim or Relevant Claims referred to in such Claim Notice (an “Information Request”) and the provisions of paragraph 5 below shall apply with respect thereto.
Relevant Claims. The terms and provisions of this Schedule 4 apply from and after Closing (including with respect to any Relevant Claims in connection with Clause 8.3).
Relevant Claims. If Relevant Claims are settled or otherwise determined in any Escrow Period, the Principal Amount of the Note shall be reduced by an amount equal to the amount of such settled Relevant Claim.
Relevant Claims. If by the Release Date it shall not have been Finally Determined whether or not the Covenantors are liable in whole or part in respect of a relevant claim and the Covenantors' Representative shall not have expressly agreed in writing that the Covenantors are so liable, the Offeror and the Covenantors' Representative shall jointly instruct the Escrow Agent to retain in the Escrow Fund (and withhold from the Escrow Security which would otherwise be released on such Release Date) such amount of each Covenantor's Escrow Security (firstly from Escrow Shares and secondly from Escrow Notes) representing his appropriate proportion of such amount as the Offeror and the Covenantors' Representative reasonably believe to be the value of such claim (the "RETAINED ESCROW SECURITY") and, in the absence of agreement, as determined by an independent chartered accountant selected by the parties, where such Retained Escrow Security shall be retained until it shall be Finally Determined whether or not the Covenantors are liable in whole or in part in respect thereof or the Covenantors' Representative shall agree that the Covenantors are so liable or until the provisions of paragraph 5.4 apply (as appropriate).
Relevant Claims. In this Schedule, “
Relevant Claims. Buyer is not actually aware as at the date of this Agreement of any fact, matter or circumstance which might entitle it either at Closing or with the passing of time to make a Relevant Claim of any amount against Seller (without regard to Section 7.1(a)(i)).
Relevant Claims. 5.1 Subject to clause 5.4, the Buyer shall be entitled to use the Escrow Funds to settle a Relevant Claim, and to the extent it wishes to do so:
5.1.1 the Buyer shall notify the Seller of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and the amount claimed in respect of the Relevant Claim (the "Amount Claimed");
5.1.2 within 21 days starting on the day after receipt of notice of the Relevant Claim the Seller shall notify the Buyer:
(a) whether or not it accepts liability for the Relevant Claim; and
(b) whether or not it accepts the Amount Claimed and if it does not, the part of the Amount Claimed it does accept;
5.1.3 if the Seller fails to notify the Buyer in accordance with clause 5.1.2, the money standing to the credit of the Escrow Account shall be used to satisfy the Amount Claimed;
5.1.4 if the Seller accepts liability in respect of a Relevant Claim but accepts part only of the Amount Claimed, that part of the Amount Claimed which is accepted shall be paid to the Buyer out of the money standing to the credit of the Escrow Account; and
5.1.5 if the Seller accepts the Amount Claimed or the Relevant Claim is finally proved or determined by a Tax Authority or has been the subject of a final judgement of the High Court of Justice in England or other court of competent jurisdiction (including any appeals or, as appropriate, no notice of appeal in respect thereof is lodged within 21 days of the date of the judgement), in each such circum- stances the Relevant Claim is deemed "substantiated", the amount so accepted, proved or determined (in the latter case less any money previously paid under clause 5.1.4 in respect of the Relevant Claim) shall be paid to the Buyer.
5.2 To the extent that a payment to the Buyer out of the Escrow Account in respect of a Relevant Claim is made in partial satisfaction of an Amount Claimed, such payment is deemed to be a payment on account of the amount finally agreed or determined to be payable in respect of the Amount Claimed.
5.3 The Seller's liability in respect of Relevant Claims shall not be limited by the amount of money standing to the credit of the Escrow Account from time to time.
5.4 If any part of a Relevant Claim which is not accepted by the Seller in accordance with clause 5.1.4 has not been substantiated (as defined in clause 5.1.5) (an "Unsubstantiated Claim") on or before the Business Day immediately prior to the Escrow Long Stop Date, the Buyer shall at such time cease to be e...