Covenant Not to Challenge. This Agreement has been negotiated by the parties with the expectation and in reliance upon the assumption that the instruments and documents evidencing the Senior Indebtedness are valid and enforceable. In determining whether to enter into this Agreement, the Subordinated Lender has assumed such validity and enforceability, and has agreed to the provisions contained herein, without relying upon any reservation of a right to challenge or call into question such validity or enforceability. As between any Senior Lender and the Subordinated Lender, the Subordinated Lender hereby covenants and agrees, to the fullest extent permitted by law, that it shall not initiate in any proceeding a challenge to the validity or enforceability of the documents and instruments evidencing the Senior Indebtedness or the validity, perfection or priority of any Lien of the Senior Agent or the Senior Lenders securing the Senior Indebtedness, nor shall the Subordinated Lender instigate other parties to raise any such challenges, nor shall the Subordinated Lender participate in or otherwise assert any such challenges which are raised by other parties.
Covenant Not to Challenge. Except as otherwise may be required by law or as may be ordered by a court of competent jurisdiction or other governmental or quasi-governmental authority, Licensee covenants and agrees that during the Term, it shall not commence, maintain or cooperate in the maintenance of any action or proceeding seeking, by way of claim or defense, in whole or in part, to challenge the validity of the Patent, Trademarks and/or Technology, any of the claims contained therein or ICB's ownership thereof. Licensee shall cooperate with ICB in any action or proceeding, in asserting on behalf of ICB the validity of the Patent, Trademarks and/or Technology claims, or ownership thereof. ICB shall be solely responsible for any costs incurred by either party in asserting or defending the validity and/or ownership of the Patent, Trademarks and/or Technology.
Covenant Not to Challenge. After the Effective Date and for so long as Siemens’ license is in force, Siemens further covenants that, except as (1) required by law or (2) in defense of an action for infringing the Licensed Enzo Patents brought against it or its Affiliates, or against its or their agents, representatives, suppliers, vendors, contractors, manufacturers, distributors, licensees, resellers, licensees, users, and customers (direct or indirect) involving any Licensed Siemens Products, it shall not knowingly and voluntarily contest, or assist in the contest, or encourage any other Person to contest, in any forum, including Federal Courts, whether under 28 U.S.C. §§ 2201-2202 or not, the United States Patent and Trademark Office, and/or the International Trade Commission, that the Licensed Enzo Patents are valid and enforceable; provided, however, nothing in this Agreement shall prevent Siemens or its Affiliates from complying with or responding to any court or governmental order or subpoena relating to the Licensed Enzo Patents. Notwithstanding the foregoing, nothing in this Agreement will preclude Siemens and its Affiliates from making any disclosure, providing information or producing documents as required by law, court order or legal process (including, without limitation, litigation related to discovery and/or subpoena), even if made in connection with a proceeding challenging the validity or enforceability of one or more of the Licensed Enzo Patents, and any such disclosure will not be considered a breach of this Agreement. It is understood that Siemens’ and its Affiliates’ providing factual statements regarding Licensed Siemens Products or any Third Party products containing them in response to a validly propounded subpoena will not be considered as assisting in the contest as used above. Siemens reserves the right to raise any and all defenses and counterclaims, including, but not limited to, invalidity and unenforceability of the Licensed Enzo Patents, and to otherwise contest the validity and enforceability of the Licensed Enzo Patents in any forum, that it could have raised in the Litigation, if any of the Licensed Enzo Patents is asserted based on Licensed Siemens Products against Siemens, its Affiliates, customers, licensees, partners, distributors, manufacturers, suppliers, vendors, contractors, resellers, or users after the Effective Date; and Enzo reserves the right to raise any and all claims and defenses in opposition.
Covenant Not to Challenge. Cerecor and its Affiliates covenant not to directly or indirectly challenge the validity or enforceability of any of the Avadel Patents from the Effective Date of this Agreement through the last-to-expire Term of this Agreement, and Cerecor shall obtain from, and use Commercially Reasonable Efforts to enforce against, each of its Sublicensees a corresponding covenant with respect to any Avadel Patents sublicensed to such Sublicensee. This covenant is personal to Avadel and its Affiliates and its successors and assigns.
Covenant Not to Challenge. This Agreement has been negotiated by the parties with the expectation and in reliance upon the assumption that the instruments and documents evidencing the Senior Indebtedness are valid and enforceable. In determining whether to enter into this Agreement, Subordinated Lender has assumed such validity and enforceability, and has agreed to the provisions contained herein, without relying upon any189 reservation of a right to challenge or call into question such validity or enforceability. As between Senior Lender and Subordinated Lender, Subordinated Lender hereby covenants and agrees, to the fullest extent permitted by law, that it shall not initiate in any proceeding a challenge to the validity or enforceability of the documents and instruments evidencing the Senior Indebtedness, nor shall Subordinated Lender instigate other parties to raise any such challenges, nor shall Subordinated Lender participate in or otherwise assert any such challenges which are raised by other parties. The foregoing notwithstanding, in the event that any other party is successful in establishing the invalidity or unenforceability of any of the documents or instruments evidencing the Senior Indebtedness, then Subordinated Lender shall be entitled to the benefit of such result, and Subordinated Lender shall not be bound by the subordination provisions of this Agreement to the extent of such invalidity or unenforceability.
Covenant Not to Challenge. This Agreement has been negotiated by the parties with the expectation and in reliance upon the assumption that the instruments and documents evidencing the Senior Obligations are valid and enforceable. In determining whether to enter into this Agreement, Subordinate Lender has assumed such validity and enforceability, and has agreed to the provisions contained herein, without relying upon any reservation of a right to challenge or call into question such validity or enforceability. As between Senior Lender and Subordinate Lender, Subordinate Lender hereby covenants and agrees that it shall not initiate in any proceeding a challenge to the validity or enforceability of the documents and instruments evidencing and securing the Senior Obligations, nor shall Subordinate Lender instigate other parties to raise any such challenges, nor shall Subordinate Lender participate in or otherwise assert any such challenges which are raised by other parties.
Covenant Not to Challenge. IXYS covenants and agrees, and shall cause its Affiliates to covenant and agree, not to initiate any legal proceedings to challenge the validity or enforceability, or Samsung’s ownership, of any Licensed Samsung Patents, Licensed Samsung Technology or In House EDA Tool.
Covenant Not to Challenge. This Note has been negotiated by the parties with the expectation and in reliance upon the assumption that the instruments and documents evidencing the Senior Indebtedness are valid and enforceable. In determining whether to enter into this Note, the Holder has assumed such validity and enforceability, and has agreed to the provisions contained herein, without relying upon any reservation of a right to challenge or call into question such validity or enforceability. As between the Secured Parties and the Holder, the Holder hereby covenants and agrees, to the fullest extent permitted by law, that it shall not initiate in any proceeding a challenge to the validity or enforceability of the documents and instruments evidencing the Senior Indebtedness or of any Lien held by the Applicable Collateral Agent or any other Secured Party in the Property of the Loan Parties, nor shall the Holder instigate other parties to raise any such challenges, nor shall the Holder participate in or otherwise join any such challenges which are raised by other parties.
Covenant Not to Challenge. This Agreement has been negotiated by the parties with the expectation and in reliance upon the assumption that it is valid and enforceable. The Parties hereby covenant and agree, to the fullest extent permitted by law, that it shall neither of them shall initiate in any proceeding a challenge to the validity or enforceability of this Agreement.
Covenant Not to Challenge. As between First Lien Lender, on the one hand, and any Second Lien Creditor, on the other hand, the Second Lien Creditor hereby covenants and agrees, to the fullest extent permitted by law, that it shall not initiate in any proceeding a challenge to the validity or enforceability of the Hercules Loan Documents or the validity, perfection or priority of any Lien of First Lien Lender securing the First Lien Debt, nor shall the Second Lien Creditor instigate other parties to raise any such challenges.
