Challenge to Validity Clause Samples
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Challenge to Validity. Borrower or any Third Party commences any action or proceeding to contest the validity or enforceability of any Loan Document or any lien or security interest granted or obligations evidenced by any Loan Document. Notwithstanding anything to the contrary in this Section 9.1 or elsewhere in this Agreement, an event relating solely to Metretek under this Section 9.1 that would otherwise constitute a Default or an Event of Default hereunder (a "Metretek Default") shall not be considered a Default or an Event of Default hereunder, provided that (X) Obligors agree to remove the Eligible A/R of Metretek from the Facility B Borrowing Base, and (Y) to the extent the inclusion of the aggregate Advances outstanding under Credit Facility B exceed the amount of the Facility B Borrowing Base, computed without the inclusion of the Eligible A/R of Metretek (such excess being referred to in this paragraph as the "Metretek Excess"), then within fourteen (14) days of the occurrence of the Metretek Default Southern Flow pays to the Lender an amount equal to the Metretek Excess so that its outstanding Advances under Credit Facility B do not exceed the Facility B Borrowing Base, computed without the inclusion of the Eligible A/R of Metretek.
Challenge to Validity. Debtor or any Third Party commences any action or proceeding to contest the validity or enforceability of any Transaction Document or any lien or security interest granted or obligations evidenced by any Transaction Document.
Challenge to Validity. The Executive shall not at any time commence any action, suit, arbitration or proceeding challenging the validity or enforceability of any provision of this Agreement, or adjudicate the limits or scope of any of its provisions, and the Executive shall not assert, in any action, suit, arbitration or proceeding against the Executive by any Windstream Group member for a breach by the Executive of any of the covenants in this Section 8 that any provision of the covenants is invalid or unenforceable in any respect or to any extent, irrespective of the outcome of any such action, suit or proceeding.
Challenge to Validity. The Executive shall not at any time assert that any provision of this Agreement is invalid or unenforceable in any respect or to any extent, irrespective of the outcome of any action, suit or proceeding.
Challenge to Validity. (i) other than as set forth in sub-clause (ii) hereof, any Liens purported to be created under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, valid and perfected Liens on Collateral (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Agent or any Lender) having a value in excess of $7,500,000, with the priority required by the applicable Loan Documents, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents and in accordance with the terms of the Intercreditor Agreement, or (ii) any Liens purported to be created under any Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, valid and perfected Liens on Inventory or Receivables included in the calculation of Borrowing Capacity (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Agent or any Lender) having a value in excess of $750,000, with the priority required by the applicable Loan Documents, except as a result of the sale or other disposition of the applicable Inventory or Receivables in a transaction permitted under the Loan Documents and in accordance with the terms of the Intercreditor Agreement, or (iii) the Indebtedness of the Borrower or the obligations of the Parent or any other Loan Party pursuant to the Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party not to be, legal, valid and binding obligations enforceable in accordance with terms.
Challenge to Validity. Nothing in this Agreement limits or affects Employee’s right to challenge the validity of this Agreement under the Age Discrimination in Employment Act of 1967 or Older Workers Benefit Protection Act.
Challenge to Validity. 8.1 In the event the Company or a third party contests or otherwise challenges the validity of the Patent Right, the Company shall continue to pay royalties with respect to the patent as if such contest or challenge were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort. In the event any such claims are ultimately held valid by a court of last resort, then the Company shall reimburse PFRM for its actual expenses, including reasonable attorneys fees, incurred in defending said contest of validity.
Challenge to Validity. The payment of royalties by ▇▇▇▇▇▇▇ to Shire in respect of the sale or supply of Licensed Product for use in OSA is conditional upon Shire not initiating proceedings to invalidate the OSA patent and in the event that it does so (1) the obligation of ▇▇▇▇▇▇▇ to pay royalties in respect of sales of Licensed Product and (2) any licenses granted by ▇▇▇▇▇▇▇ to Shire or its Affiliates in the Excluded Territory under the OSA Patent shall cease and be suspended until such time as the challenge to the validity is withdrawn or terminated.
Challenge to Validity. Operator shall have the right, after prior written notice to the Owner, to contest by appropriate legal proceedings ("the proceedings") diligently conducted in good faith, in the name of the Operator, Owner, or both, if necessary, without cost or expense to Owner, the validity or application of the requirements. If compliance with the requirements may be delayed during the proceedings without the incurrence of any lien, charge or liability of any kind against the Existing Plant that cannot be bonded and without subjecting Operator or Owner to any liability, civil or criminal, for failure to comply with them, Operator may delay compliance with them until the final determination of the proceedings. Owner shall execute all documents reasonably necessary for the proceedings.
Challenge to Validity. The initiation of any legal proceeding challenging the validity of a ▇▇▇▇▇▇▇▇ Patent by Chiron or any party acting under the direction and control of Chiron shall give Bioanalysis an immediate right to terminate the license upon written notice to Chiron, such termination to be effective thirty (30) days after notice of termination unless such challenge to validity is dismissed with prejudice within the thirty day period. Notwithstanding the foregoing, if the challenge to validity is asserted by a party other than Chiron or an Affiliate and Chiron disputes whether such party is under its direction and control, no termination shall occur unless a final decision of an arbitral panel in a proceeding conducted in accordance with Paragraph 9 hereof determines that such party is under the direction and control of Chiron. If the arbitrators determine that the party challenging validity was acting under the direction or control of Chiron, Chiron will have a period of thirty (30) days to cause such challenge to be withdrawn and thereby avoid termination, unless the arbitrators conclude that Chiron's contention as to direction or control was made in bad faith, in which case the Agreement shall terminate immediately upon such determination. Nothing herein shall prevent Chiron from presenting evidence of prior art in connection with a dispute regarding the proper interpretation of the scope of any Claim of any patent.