Asserted Claims Clause Samples

The 'Asserted Claims' clause defines which specific patent claims a party is formally alleging are infringed in a legal dispute or licensing negotiation. In practice, this clause requires the asserting party to clearly identify the particular claims from a patent or group of patents that are at issue, often by listing claim numbers or providing a detailed chart. Its core function is to ensure clarity and focus in patent litigation or licensing discussions by narrowing the scope of the dispute to only those claims that are actively being asserted, thereby preventing ambiguity and streamlining the resolution process.
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Asserted Claims. Notwithstanding the foregoing, any representation or warranty shall, to the extent that a Claim with respect thereto is timely asserted in writing on or prior to the expiration thereof, survive until a final adjudication or resolution of such Claim.
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Asserted Claims. If any proceeding is commenced against Borrower in which the amount claimed is greater than $1,000,000 and such proceeding is not dismissed with prejudice with no judgment having been entered against or other relief granted against Borrower within thirty (30) days after the filing date thereof; or
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Asserted Claims. There are no pending, or to the best of Symantec's knowledge, threatened governmental, judicial or adversary proceedings, hearings, arbitrations, disputes or other claims relating to, and no notice of infringement has been served upon or otherwise come to the knowledge of Symantec with respect to, ACT! 2000. The Designated Persons have no actual knowledge of any infringement by others of the current version of ACT! 2000. There are no pending, or to the actual knowledge of the Designated Persons, threatened governmental, judicial or adversary proceedings, hearings, arbitrations, disputes or other claims relating to, and no notice of infringement has been served upon or otherwise come to the
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Asserted Claims. Within one hundred and twenty (120) days following the date of this Agreement, CYTEC shall provide WH with a schedule of all Insurance Claims under the Insurance Program as to which CYTEC has given notice to the affected insurance carriers prior to the date of this Agreement ("Asserted Claims"). The schedule provided shall specify for each Asserted Claim the information required by Section 2(f) to be provided by CYTEC to the Insurance Working Group with respect to CYTEC Insurance Claims. The schedule provided shall further specify whether each such Asserted Claim: (i) has been previously assigned to CYTEC, (ii) was assigned to CYTEC pursuant to Section 2(b), (iii) is or may be the subject of a Request Letter pursuant to Section 2(c), or (iv) is not described in clauses (i)-(iii).
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Asserted Claims. Tenant covenants to notify Landlord, in writing within thirty (30) days, of the receipt of any letter, notice, correspondence or pleading that asserts or makes any claim against the Tenant or its agents, employees, and representatives, whether sounding in general liability or medical malpractice, arising out of or related to the operations or provision of services in the Demised Premises. Tenant further covenants to notify Landlord, in writing within five
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Asserted Claims. Notwithstanding anything contained herein to the contrary, neither Seller, Shareholder nor BCBS shall be liable for any claim for breach of this Agreement or any provision contained herein, unless and until the aggregate of all such claims exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), and then only to the extent of such excess over One Hundred Thousand and No/100 Dollars ($100,000.00); provided, however, that in determining whether claims asserted under this Agreement have exceeded One Hundred Thousand and No/100 Dollars ($100,000.00) (the "Calculation"), claims asserted against Seller and/or Shareholder pursuant to Article VIII of the Asset Purchase Agreement shall be included in the Calculation. The parties hereto specifically acknowledge and agree that (i) the parties hereto shall be subject to the arbitration provisions contained in Section 8.5 to the Asset Purchase Agreement with respect to disputes under this Agreement, and (ii) that, other than Section 8.5 to the Asset Purchase Agreement, no other provision of Article VIII of the Asset Purchase Agreement shall be applicable with respect to a breach hereunder.
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Asserted Claims. No Person shall have made or threatened any claim asserting that such Person (a) may be the holder or the beneficial owner of, or may have the right to acquire or to obtain beneficial ownership of, any capital stock or other securities of the Target, or (b) may be entitled to all or any portion of the Purchase Price.
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Related to Asserted Claims

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid. 4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority. 4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder. 4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority. 4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;