No Challenge to Title Sample Clauses

No Challenge to Title. Each party agrees that it shall not (and shall cause its Subsidiaries not to), for any reason, after the Effective Date (regardless of whether this Agreement is subsequently terminated), either itself do or authorize any Third Party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to such party or its Subsidiaries hereunder: (a) represent to any Third Party in any manner that it owns or has any ownership rights in such Intellectual Property Rights; (b) apply for any registration of such Intellectual Property Rights (including federal, state, and national registrations); or (c) impair, dispute or contest the validity or enforceability of the other party’s (or any of such other party’s Subsidiaries) right, title and interest in and to such Intellectual Property Rights.
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No Challenge to Title. The party receiving the license hereunder acknowledges and agrees that the party (or its applicable Affiliate) granting the license is the sole and exclusive owner of the Licensed Xxxx so licensed. Keysight agrees that it shall not (and shall cause its Affiliates not to), for any reason, whether during or after the termination of this License, do or authorize any Third Party to do, any of the following with respect to any Licensed Xxxx licensed to Keysight or its Affiliates hereunder: (a) represent to any Third Party in any manner that it owns or has any ownership rights in the Licensed Marks; (b) apply for federal, state, or national registration of the Licensed Marks; or (c) impair, dispute or contest the validity of the Agilent (or any of its Affiliates) right, title and interest in and to the Licensed Marks.
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No Challenge to Title. Subject to Sections 6.05 and 6.06, Licensee agrees that it shall not (and shall cause the other members of its Group not to), for any reason, whether during or after the termination of this Agreement, do or authorize any Person to do, any of the following with respect to any Intellectual Property or Software licensed to its Group hereunder: (a) represent to any Person in any manner that it owns or has any ownership rights in such Intellectual Property or Software; (b) except in accordance with Section 3.03(b) or (c), apply for federal, state, or national registration of such Intellectual Property or Software; or (c) impair, dispute or contest the validity of Licensor’s (or any member of its Group) right, title and interest in and to such Intellectual Property or Software.
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No Challenge to Title. Each Party agrees that it shall not (and shall cause the members of its Group not to), for any reason, from the Separation Date until the fifth (5th) anniversary of the Separation Date, either itself do or authorize any third party to do any of the following anywhere in the world with respect to any Intellectual Property licensed to it or the members of its Group hereunder: (a) represent to any third party in any manner that it owns or has any ownership rights in such Intellectual Property; (b) apply for any registration of such Intellectual Property (including federal, state and national registrations); or (c) impair, dispute or contest the validity, enforceability or registrability of the other Party’s (or any of the members of such other Party’s Group) right, title and interest in and to such Intellectual Property. The immediately preceding sentence shall not apply to Trademarks, challenges to which are governed by the Trademark Related Agreements.
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No Challenge to Title. Neither Varex nor any member of its Group shall do, or license, authorize or otherwise enable or assist any Third Party to do, any of the following: (a) represent to any Person in any manner that it owns or has any ownership rights in or to any Licensed Xxxx; (b) apply for any federal, state, national or supranational registration of any Licensed Xxxx; or (c) impair, dispute or in any way contest or challenge the validity or enforceability of any Licensed Xxxx or any other related xxxx of Varian or any member of its Group, or any right, title or interest of Varian or any member of its Group in or to any Licensed Xxxx or any other related xxxx of Varian or any member of its Group, or do or permit any act which may directly or indirectly be detrimental to the reputation and goodwill of Varian or any member of its Group, including any act which might assist or give rise to any application to cancel any registration for any Licensed Xxxx or any other related xxxx of Varian or any member of its Group.
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No Challenge to Title. Neither Licensee nor any member of its Group shall do, or license, authorize or otherwise enable or assist any Third Party to do, any of the following: (a) represent to any Person in any manner that it owns or has any ownership rights in or to any of Licensor’s Licensed IP; (b) apply for any federal, state, national or supranational registration of any of Licensor’s Licensed IP; or (c) impair, dispute or in any way contest or challenge the validity or enforceability of any of Licensor’s Licensed IP or any right, title or interest of Licensor or any member of its Group therein or thereto.
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No Challenge to Title. Each Party agrees that it shall not, for any reason, during the term of the licenses granted in Article III and Article IV, either itself do or authorize any third party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to it hereunder: (a) represent to any third party in any manner that it owns or has any ownership rights in such Intellectual Property Rights (other than to the extent of the license granted hereunder); (b) apply for any registration of such Intellectual Property Rights (including federal, state and national registrations); or (c) impair, dispute or contest the validity or enforceability of the other Party’s right, title and interest in and to such Intellectual Property Rights.
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No Challenge to Title. Each Party agrees that it shall not (and shall cause its Subsidiaries not to), for any reason, after the Distribution Time (regardless of whether this IPMA is subsequently terminated pursuant to Section 7.1 (Term)), either itself do or authorize any Third Party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to such Party or its Subsidiaries (including in the case of the licenses granted to Seattle, Miami and its Subsidiaries) hereunder: (a) represent to any Third Party in any manner that it owns or has any ownership rights in such Intellectual Property Rights; (b) apply for any registration of such Intellectual Property Rights (including federal, state, and national registrations); or (c) impair, dispute or contest the validity or enforceability of, or any of the other Party’s (or any of such other Party’s Subsidiaries’, including, in the case of Seattle, Miami’s or its Subsidiaries’) right, title and interest in and to, such Intellectual Property Rights. Nothing in this Section 8.5 (No Challenge) shall preclude either Party or any of its Subsidiaries from providing documents, information, and/or testimony in compliance with any subpoena duly served upon such Party or such Subsidiary or any order by a Governmental Authority with jurisdiction over such Party or such Subsidiary.
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No Challenge to Title. Each Party agrees that it shall not (and shall cause its Subsidiaries not to), for any reason, after the Distribution Time (regardless of whether this IPMA is subsequently terminated pursuant to Section 7.1 (Term)), either itself do or authorize any Third Party to do any of the following anywhere in the world with respect to any Intellectual Property Rights licensed to such Party or its Subsidiaries (including in the case of the licenses granted to Seattle, Miami and its Subsidiaries) hereunder or, in the case of Houston and the members of the Houston Group, the Intellectual Property Rights subject to the CNTS granted in Article XI (Covenant Not to Xxx): (a) represent to any Third Party in any manner that it owns or has any ownership rights in such Intellectual Property Rights; (b) apply for any registration of such Intellectual Property Rights (including federal, state, and national registrations); or (c) impair, dispute or contest the validity or enforceability of, or any of the other Party’s (or any of such other Party’s Subsidiaries’, including, in the case of Seattle, Miami’s or its Subsidiaries’) right, title and interest in and to, such Intellectual Property Rights. Nothing in this Section 8.5 (No Challenge) shall preclude either Party or any of its Subsidiaries from providing documents, information, and/or testimony in compliance with any subpoena duly served upon such Party or such Subsidiary or any order by a Governmental Authority with jurisdiction over such Party or such Subsidiary.
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Related to No Challenge to Title

  • No Challenges Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

  • No Challenge Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Parent Support Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement.

  • Challenges The Experts may be challenged by either Party if circumstances exist that give rise to justifiable doubts as to any of their impartiality or independence. In such circumstances the challenge shall be brought by written notice to the ICC copied to the other Party within fourteen (14) calendar days of the appointment of the relevant Expert or within fourteen (14) calendar days of the challenging Party becoming aware of the circumstances giving rise to the challenge. Unless the challenged Expert withdraws. or whichever of the Parties that has not brought the challenge agrees to the challenge, within fourteen (14) calendar days of the challenge, the ICC shall decide the challenge and, if appropriate, shall appoint a replacement Expert in accordance with the criteria set out herein.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Parent Right to Access and Challenge Student Data The LEA shall establish reasonable procedures pursuant to which a parent, as that term is defined in 105 ILCS 10/2(g), may inspect and/or copy Student Data and/or challenge the accuracy, relevance or propriety of Student Data, pursuant to Sections 5 and 7 of ISSRA (105 ILCS 10/5; 105 ILCS 10/7) and Section 33 of SOPPA (105 ILCS 85/33). The Provider shall respond to any request by the LEA for Student Data in the possession of the Provider when Provider cooperation is required to afford a parent an opportunity to inspect and/or copy the Student Data, no later than 5 business days from the date of the request. In the event that a parent contacts the Provider directly to inspect and/or copy Student Data, the Provider shall refer the parent to the LEA, which shall follow the necessary and proper procedures regarding the requested Student Data.

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. The Recipient shall: • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others.

  • Documents & Data; Licensing of Intellectual Property This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

  • Challenge If Executive violates or challenges the enforceability of any provisions of the Restrictive Covenants or this Release, no further payments, rights or benefits under Section 5 of the Agreement will be due to Executive (except where such provision would be prohibited by applicable law, rule or regulation).

  • Seller’s Knowledge For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge only of Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, at the times indicated only, and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.

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