Claims Against the Parties Sample Clauses

Claims Against the Parties. The Buyer shall promptly notify XxXxxx of an actual or threatened claim, or the likelihood of a claim being asserted, against the Buyer or its Affiliates with respect to any Licensed Digitizer Technology. Except as may be required by applicable Law, the Buyer may not communicate with any third party, respond to or otherwise take any action with respect to any such actual or potential claim without the prior written consent of XxXxxx (which consent shall not be unreasonably withheld). XxXxxx may, in its reasonable discretion, determine what responses and other actions to take with respect to such claim, including (i) controlling any and all defense of such claim and (ii) authorizing the Buyer to respond to, defend or take action with respect to such claim.
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Claims Against the Parties. If at any time a claim is made or an action is brought against Licensee, its affiliates or customers, or Licensor, its affiliates or assigns by a third party alleging infringement of any patent or other intellectual property right by reason of Licensee’s exercise of the Licensed Rights, Licensee shall promptly inform Licensor upon receiving notice of such claim. Licensor and Licensee shall confer together to consider appropriate actions for avoiding infringement of such third party’s patent or of defending such claim or action. Licensee shall defend, indemnify and hold Licensor and its officers, directors, shareholders, agents, employees and assigns (collectively. “Indemnified Parties”) harmless from and against all claims, damages or other liabilities asserted by or payable to third parties, including settlements (and reasonable attorneys’ fees and costs incurred by the Indemnified Parties) on account thereof.
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Claims Against the Parties. GCG and GCIP shall promptly notify GenTek or GCC upon any member of the GCG Group becoming aware of an actual or threatened claim, or the likelihood of a claim being asserted, against any member of the GenTek Group or of the GCG Group with respect to any Licensed Xxxx or Licensed Patent. Except as may be required by applicable Law, the GCG Group shall not communicate with any third party, respond to or otherwise take any action with respect to any such actual or potential claim without the prior written consent of GenTek or GCC (which consent shall not be unreasonably withheld). GenTek and GCC shall, in their sole discretion, determine what responses and other actions to take with respect to such claim, including (i) controlling any and all defense of such claim and (ii) authorizing any member of the GCG Group to respond to, defend or take action with respect to such claim.
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Claims Against the Parties. No Person shall have any claim against the Class Representatives. Further, no Person shall have any claim against Defendant, Defendant’s Counsel, the Notice Administrator, or their agents, based on administration of the Settlement substantially in accordance with the terms of the Agreement or any order of the Court or any appellate court.
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Related to Claims Against the Parties

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • No Claims Against Collateral Agent Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

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