Defending Intangible Transition Property Against Claims Sample Clauses

Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the ICC or the State of Illinois of any of their obligations or duties under the Funding Law, any Funding Order or any Tariff and the Servicer agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to or judicial invalidation of, the Amendatory Act, the Funding Law or any Funding Order or the rights of holders of Intangible Transition Property, or the promulgation of any ICC Regulations, by legislative action or otherwise, that would be adverse to the Grantee, the Note Issuer or any Holders. The Servicer shall continue to impose IFCs (or equivalent amounts), collect IFCs (or equivalent amounts), and remit IFCs (or equivalent amounts), in accordance with this Agreement and to ensure that the IFCs (or equivalent amounts) are deducted from Illinois Power's Applicable Rates and other charges in accordance with the Basic Documents continuing until the Retirement of the Notes, in each such case unless otherwise prohibited by law or by any court or regulatory order in effect at such time. The Servicer shall advance its own funds in order to institute any actions or proceedings described above, PROVIDED, HOWEVER, that the costs of any such action or proceeding shall be payable from IFC Collections as an Operating Expense in accordance with the priorities set forth in Section 8.02(d) of the Indenture. The Servicer's obligations pursuant to this Section 5.02 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Indenture may be delayed (it being understood that the Servicer may be required to advance its own funds to satisfy its obligations hereunder).
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Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the PUC or the Commonwealth of Pennsylvania of any of their obligations or duties under the Statute or the Qualified Rate Order with respect to the Intangible Transition Property. The costs of any such action shall be payable from ITC Collections as an Operating Expense in accordance with the priorities set forth in Section 8.02(d) of the Indenture at the time such costs are incurred. The Servicer's obligations pursuant to this Section 3.09 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the priorities set forth in Section 8.02(d) of the Indenture may be delayed (it being understood that the Servicer may be required to advance its own funds to satisfy its obligations hereunder).
Sample 1See All (4)
Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the PUC or the Commonwealth of Pennsylvania of any of their obligations or duties under the Statute or the Qualified Rate Order with respect to the Intangible Transition Property. The costs of any such action shall be payable from ITC Collections as an Operating Expense in accordance with the Indenture at the time such costs are incurred. The Servicer's obligations pursuant to this Section 3.09 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Servicer may be required to advance its own funds to satisfy its obligations hereunder).
Sample 1Sample 2
Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the PUC or the Commonwealth of Pennsylvania of any of their obligations or duties under the Statute or the Qualified Rate Orders with respect to the Intangible Transition Property. The costs of any such action reasonably allocated by the Servicer to the Serviced Intangible Transition Property, based on the ratio the Serviced Intangible Transition Property bears to the total Intangible Transition Property, shall be payable from ITC Collections as an Operating Expense in accordance with the Indentures and shall be allocated among the Issuers based on the ratio the outstanding principal amount of Transition Bonds issued by each such Issuer bears to the aggregate outstanding principal amount of Transition Bonds issued by all the Issuers at the time such costs are incurred. The Servicer's obligations pursuant to this Section 3.09 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indentures may be delayed (it being understood that the Servicer may be required to advance its own funds to satisfy its obligations hereunder).
Sample 1Sample 2
Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the ICC or the State of Illinois of any of their obligations or duties under the Funding Law, any Funding Order or any Tariff, and the Servicer agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to the Funding Law or any Funding Order or the rights of holders of Intangible Transition Property that would be adverse to the Grantee, the Note Issuer or any Holders. Unless expressly prohibited by law or by any court or regulatory order in effect at such time, the Servicer shall continue to impose, collect and remit IFCs in accordance with this Agreement during the pendency of any such action and continuing for so long as the Notes remain Outstanding. The Servicer shall advance its own funds in order to institute any actions or proceedings described above, PROVIDED, however, that the costs of any such action or proceeding shall be payable from IFC Collections as an Operating Expense in accordance with the priorities set forth in Section 8.02(d) of the Indenture. The Servicer's obligations pursuant to this Section 5.02 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Indenture may be delayed (it being understood that the Servicer may be required to advance its own funds to satisfy its obligations hereunder).
Sample 1
Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the PUC or the Commonwealth of Pennsylvania of any of their obligations or duties under the Statute or the Qualified Rate Order with respect to the Intangible Transition Property. The costs of any such action reasonably allocated by the Servicer to the Serviced Intangible Transition Property shall be payable from ITC Collections as an Operating Expense in accordance with the Indentures and shall be allocated among the Issuers based on their respective Percentages at the time such costs are incurred. The Servicer's obligations pursuant to this Section 3.09 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indentures may be delayed (it being understood that the Servicer may be required to advance its own funds to satisfy its obligations hereunder).
Sample 1
Defending Intangible Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by the PUC or the Commonwealth of Pennsylvania of any of their obligations or duties under the Statute or the Qualified Rate Order with respect to the Intangible Transition Property. The costs of any such action reasonably allocated
Sample 1
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Related to Defending Intangible Transition Property Against Claims

  • No Infringement of Third Party IP Rights Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person or constituted unfair competition or trade practices under the laws of any jurisdiction, and when conducted in substantially the same manner after the date of this Agreement will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, including patents issuing on patent applications filed as of the date of this Agreement, or constitute unfair competition or trade practices under the laws of any jurisdiction (except to the extent due to Company’s ownership by Buyer or its affiliates). Without limiting the generality of the foregoing: (i) no product or service ever produced, distributed, used, provided or sold by or on behalf of the Company or any Subsidiary has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the laws of any jurisdiction; (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule); and (v) no Action involving any Licensed IP is pending or has been threatened, except for any such Action that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, hosting, delivery or sale of any Company Product. Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible infringement, misappropriation, violation or unlawful use of another Person’s Intellectual Property Rights or the validity or enforceability of another Person’s Intellectual Property Rights.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Intellectual Property Infringement To the knowledge of the Company and the Operating Partnership and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor any of its Subsidiaries has received notice of a claim by a third party to the contrary, except for any such notice that would not reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Assets (a) The term “

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

  • Infringement of Patents by Third Parties (a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that an Intrexon Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.

  • Third Party Intellectual Property The Manager shall assist and fully cooperate with the Successor Manager or its designated alternate service provider in obtaining any necessary licenses or consents to use any third party Intellectual Property then being used by the Manager or any Sub-manager. The Manager shall assign, and shall cause each Sub-manager to assign, any such license or sublicense directly to the Successor Manager or its designated alternate service provider to the extent the Manager, or each Sub-manager as applicable, has the rights to assign such agreements to the Successor Manager without incurring any additional cost.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right CONTROLLED by such PARTY as of the EFFECTIVE DATE.

  • Contracts (Rights of Third Parties Act 1999 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement unless expressly provided to the contrary in this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

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