Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.
Transaction Litigation has the meaning set forth in Section 5.2(d).
Disclosed Litigation has the meaning specified in Section 3.01(b).
Pending Litigation means a proceeding in a court of law whose activity is in progress but not yet completed.
Material Litigation is defined in Section 6.7.
Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.
Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any
Infringement Action has the meaning set forth in Section 9.6(b).
Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.
Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).
Complaint Investigation means an investigation of any complaint that has been made to a proper authority that is not covered by an abuse investigation.
Knowledge of the Sellers means the actual knowledge of a fact or other matter, after due inquiry, of any one of the following individuals: Xxxxxx XxXxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx.
Infringement has the meaning set forth in Section 6.3(a).
Seller Parties has the meaning set forth in the preamble to this Agreement.
Intellectual Property Claim any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.
Third Party Infringement Claim has the meaning set forth in Section 6.4.
Parent Intellectual Property means any Intellectual Property that is owned by, or exclusively licensed to, Parent.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Adverse action means a home or remote state action.
Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.
Knowledge of Buyer Means the actual knowledge of Xxxxxxx Xxxxxx.
Third Party Infringement has the meaning set forth in Section 5.1.
Acquired Assets has the meaning set forth in Section 2.1.
Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).
Seller Related Parties means, with respect to each Seller, the TGE Entities, such Seller and such Seller’s stockholders, partners, members, Affiliates, Representatives, controlling persons and agents.
Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.