No Known Claims. No claims or proceedings, or threat of claims, are known by ICANN or are known to have been asserted by any third party against ICANN or any Affiliate relating to the Assigned Intellectual Property or challenging or questioning the validity, effectiveness or infringement of third-party rights thereof. Except as disclosed to the IETF Trust by ICANN on or prior to the Effective Date, no claims, demands or proceedings instituted by ICANN or any Affiliate are currently pending charging any third party with infringement, misappropriation, or dilution of any Assigned Intellectual Property and ICANN knows of no third party intellectual property rights that would be infringed by the use of the Assigned Intellectual Property anywhere in the world.
No Known Claims. Each of the parties hereto acknowledges and agrees that, as of the date hereof, after giving effect to this Memorandum of Understanding, no party hereto has any claim against any other party hereto arising out of the Purchase Agreement or the transactions contemplated thereby or consummated thereunder, including without limitation any claims under Article 8 of the Purchase Agreement.
No Known Claims. (a) You hereby acknowledge that, upon execution and delivery of this Restructuring Agreement by the parties hereto, delivery of the Company Closing Deliveries to you and satisfaction or waiver of the Conditions Precedent, you are unaware as of the date hereof of any claims, rights or causes of action that may have arisen in connection with the conduct, actions or lack of action by the Company, Specialty Finance Fund I, LLC or Comerica Bank-Texas, and any of its officers, directors, employees, members and agents related to the Purchase Agreement, the 11.28% Notes and the Preexisting Obligations.
No Known Claims. NSI hereby represents and warrants that to the best of its knowledge, as of the date hereof, there are no infringement or misappropriation suits pending or filed or threatened against NSI within the Territory that relate to the Licensed Marks and Names and NSI is not presently aware of any such infringement or misappropriation.
No Known Claims. To the Knowledge of Seller and except as set forth on the Schedules (to the extent that, with respect to a particular disclosure, it is readily apparent from the Schedules that such disclosure is within the scope of this Section 3.27) (i) neither the Company nor any of its Subsidiaries has any claim, liability, obligation or cause of action (including all contract claims, tort claims, statutory claims, controversies, actions, declaratory judgment actions, cross-claims, counterclaims, demands, equitable relief, whether in law or in equity, whether past, present or future and whether or not now or heretofore known, suspected or claimed, matured or unmatured) against Seller or any other Subsidiary or Affiliate of Seller and (ii) neither Seller nor any Subsidiary or Affiliate of Seller (other than the Company or any of its Subsidiaries) has any claim, liability, obligation or cause of action (including all contract claims, tort claims, statutory claims, controversies, actions, declaratory judgment actions, cross-claims, counterclaims, demands, equitable relief, whether in law or in equity, whether past, present or future and whether or not now or heretofore known, suspected or claimed, matured or unmatured) against the Company or any of its Subsidiaries, other than, in the case of both (i) and (ii) above, (A) rights of any party under this Agreement and any of the other agreements executed and delivered in connection herewith, (B) rights that will be paid or extinguished at or prior to the Closing and (C) any obligations arising out of the on-going commercial relationship between the Company or any of its Subsidiaries and EU Medical.
No Known Claims. As at the date of this deed, the Buyer is not aware of any breach of Warranty or of any matter that may result in a Claim.
No Known Claims. Except as disclosed on SCHEDULE 12.2, Seller has no current actual knowledge of any pending or threatened claims by third parties with respect to the Land.
No Known Claims. The Company, for itself and for its controlled Releasees, represents that, as of the date of this Agreement, the Company has no knowledge of claims, demands, causes of action, fees or liabilities of any kind whatsoever, which it or they had, now have or may have against you as of the date of this Agreement, by reason of any actual or alleged act, omission, transaction, practice, conduct, statement, occurrence, or any other matter related to your employment with the Company or otherwise.
No Known Claims. Company warrants and represents that, as of the Effective Date, after a diligent search and reasonable inquiry, including consultation with the members of the Company’s executive management team, it is not currently aware of any claims or causes of action, in law or in equity, of any nature whatsoever, which the Company may have against Employee in any regard arising out of or related in any way to: (i) Employee’s employment with the Company; concerning Employee’s separation of employment from the Company; has likewise made no disclosures to its shareholders in the context of any public filings, or in the context of any due diligence associated with any prospective M&A transaction, regarding the same.
No Known Claims. 48 INDEX OF DEFINED TERMS 10% Stock 4, 40 Hazardous Substance 35 11.28% Notes 1 Indebtedness 35 Affiliate 31 Intangibles 35 Agreement 31, 1 Interest Accruals 1 Applicable law 46 Interest Payment Date 1 Asset Disposition 31 Investment 35 Bankruptcy Law 21, 31 investment company 28 Business Day 31 Knowledge 36 Call Option Price 5 Legal Requirement 36 Capitalized Lease Obligation 31 Lien 36 Change in Control 32 Material Adverse Effect 36 Closing 32 maximum rate 46 Closing Date 2 Multiemployer Plan 36 Closing Payment 2 New Senior Credit Facility 36 Code 32 Note 1 Comerica Facility 7 Note Documents 36 Common Stock 1, 32 Notes 2, 36 Company 1 Obligations 36 Company Closing Deliveries 5 Officer's Certificate 37 Confidential Information 32 Original Warrant 1 Consolidated Interest Expense 32 Participation Rights Agreement 37 Consolidated Net Income 33 PBGC 37 Controlled Group 33 Permitted Acquisition 37 Conversion Shares 26 Permitted Disposition 37 Convertible Securities 33 Permitted Investments 37 Convertible Shares 26 Person 37 Credit Facility Payment 2 Plan 37 Credit Facility Payment Date 2 Preexisting Obligations 1 Date of Closing 2, 32 Preferred Dividends 37 Default 33 Preferred Stock 3 Default Subordination Event 30 prohibited transaction, 11 Default Subordination Notice 30 Property 38 Domestic Subsidiary 33 Prudential 38 EBITDA 33 Prudential Letter 38 ERISA 33 Purchase Agreement 1 ERISA Affiliate 33 Purchase Price 1 Event of Default 33 qualified institutional buyer 13 Exchange Act 34 Registration Rights Agreement 38 Executive Compensation 34 reportable event 11 Executive Officer 34 Required Holder(s) 38 Existing Preferred Stock 34 Requirements of Environmental Law 35, 38 Existing Senior Credit Facility 34 Responsible Officer 38 Expenses 34 Restricted Payment 38 Expenses Cash Payment 34 Restructuring Agreement 1 Expenses Note Amount 34 Scheduled Principal Payments 39 Fair Market Value 34 SEC 25 GAAP 34, 40 Securities 39 Governmental Authority 34 Securities Act 39 Guarantee 34 Senior Debt 39 Guaranty Agreement 39 Series A Stock 3 Series E Designation 3 Subsidiary 39 Series E PIK Shares 3 substantial employer 22, 40 Series E Stock 2 Swaps 39 Series F Stock 3 Termination Event 40 Series G PIK Shares 4 Total Debt 40 Series G Stock 3 Transaction Parties 40 Series H Stock 7 Transferee 40 Significant Holder 39 Tribunal 40 Significant Subsidiary 39 Voting Stock 40 Stand-Still Period 30 Warrants 4, 40 Subordination Event of Default 30 Wholly Owned Subsidiary 40 BOOTS ...
