Right to Bring Claims Sample Clauses

Right to Bring Claims. The indemnity of each Party provided in this Article VII shall be for the benefit of, extend to and may be brought and administered by each Person that is a Parent Indemnified Person or a Carlyle/Xxxxx Indemnified Person, as applicable. Each of Parent and Carlyle may elect to exercise or not exercise indemnification rights under this Article VII on behalf of the other Indemnified Persons therefor in its sole discretion and shall have no liability to any such other Indemnified Person for any action or inaction under this Article VII.
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Right to Bring Claims. The indemnity of each party provided in this Article VIII shall be for the benefit of and extend to each Person that is a Southcross Indemnified Person or an AMID Indemnified Person, as applicable; provided, however, that any claim for indemnity under this Article VIII by any such Person must be brought and administered by a party to this Agreement. No Indemnified Person other than Holdings LP and the AMID Entities shall have any rights against either Holdings LP or the AMID Entities under the terms of this Article VIII except as may be exercised on its behalf by the AMID Entities or Holdings LP, as applicable, pursuant to this Section 8.9. Each of Holdings LP and the AMID Entities may elect to exercise or not exercise indemnification rights under this Section 8.9 on behalf of the other Indemnified Persons affiliated with it in its sole discretion and shall have no liability to any such other Indemnified Person for any action or inaction under this Section 8.9.
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Right to Bring Claims. Except as noted below, Purchaser shall solely determine whether to bring claims, actions, demands and suits against third parties with respect to any infringement or violation, actual or apparent, by the third party of any aspect of the Licensed Technology or Licensed Patent Rights. In the event Licensee identifies a suspected infringement or misappropriation of the Licensed Technology or Licensed Patent Rights within the Drug Repositioning Business (which is the subject of the Exclusive License), Licensee will notify Purchaser in the event Licensee wishes to bring a claim against the third party. Licensee and Purchaser will reasonably consult with respect to the alleged infringement or misappropriation and Purchaser shall have the first right to bring the claim, and shall consult with Licensee with respect thereto on an on-going basis with the goal that any settlement or resolution shall seek to prevent the encroachment on Licensee’s Exclusive License. In the event Purchaser determines not to bring the claim, Purchaser hereby grants to Licensee a non-exclusive right to bring such claims within the field of the Exclusive License only, at the expense of Licensee and in continued consultation with Purchaser. Purchaser will act promptly in notifying Licensee whether or not it wishes to bring the claim, and if it is an indispensable party, it shall agree to become a party in the claim at Licensee’s expense and with Licensee’s counsel. In addition, Licensee shall have the right to take all necessary actions to defend itself and its Affiliates and counterclaim in the event it is the subject of any claims by a third party that any rights licensed hereunder infringe or misappropriate the Intellectual Property Rights of a third party.
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Right to Bring Claims. (a) All claims by Company and any Company Entity arising under the Agreement may be brought by Company against Provider. Only Company is entitled to bring a claim against Provider that a Company Entity may have arising under the Agreement. Company is entitled to recover any amounts owed to Company or any Company Entity resulting from such claims or causes of action. (b) No Affiliates of Provider and no Permitted Subcontractor has a right to bring, or may bring, a claim against Company or any Company Entity under the Agreement. 30.5
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Right to Bring Claims. 5.3.1. Except as noted below, Purchaser shall solely determine whether to bring claims, actions, demands and suits against third parties with respect to any infringement or violation, actual or apparent, by the third party of any aspect of the Licensed Technology or Licensed Patent Rights.
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Related to Right to Bring Claims

  • Pending Claims There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

  • Waiver of Right to Partition The Partners, by execution of this Agreement, waive their respective rights to partition of the Partnership Property.

  • Right to Proceed The Sponsor acknowledges the rights of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

  • GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS Until default and except as otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness.

  • Waiver of Right to Contest Liens (a) The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Receivables Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Common Collateral. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral.

  • Release of Pre-Closing Claims (a) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, to the fullest extent permitted by law, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and the other members of the Genworth Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed from the beginning of time up to the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents.

  • Right to Offset If We make a claim payment to You or on Your behalf in error or You owe Us any money, You must repay the amount You owe Us. Except as otherwise required by law, if We owe You a payment for other claims received, We have the right to subtract any amount You owe Us from any payment We owe You.

  • Right to Lease Landlord reserves the absolute right to effect such other tenancies in the Project as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building or Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building or Project.

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