Columbia Sample Clauses

Columbia. Columbia represents:
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Columbia. “Wider CGI Group” CGI, its subsidiary undertakings, associated undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest; and
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Columbia. The Trustees of Columbia University in the City of New York, a New York corporation /s/ Xxxx Xxxxxxxxxx Authorized Officer COMPANY OMNIMMUNE CORP., a Texas corporation By: /s/ Xxxxxx X. Xxxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxxx Title: Chief Executive Officer EXHIBIT A FOURTH AMENDMENT TO LICENSE AGREEMENT THIS FOURTH AMENDMENT TO THE LICENSE AGREEMENT (the “Amendment”), is entered into as of the ___ day of June 2008 and made effective as of the Signing Date (for purposes of this Amendment, such term shall have the meaning set forth in that certain Master Termination Agreement of even date herewith among the parties hereto (the “Master Termination Agreement”), by and between The Trustees of Columbia University in the City of New York, a New York corporation (“Columbia”), and Omnimmune Corp., a Texas corporation (the “Company”) (together, Columbia and Company shall be referred to as the “Parties”). For purposes of this Amendment, the phrase “License Agreement” shall mean that certain License Agreement entered into by and between the Columbia and Company as of the 1st day of February 2005, as amended March 29, 2005; June 10, 2005 and January 31, 2007; and unless otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in the License Agreement.
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Columbia. ACS Columbia Capital Loan Commitment Amount" shall mean the lesser of (i) $4,500,000, inclusive of capitalized interest, if any, on the ACS Columbia Capital Loans and (ii) ninety percent (90%) of the outstanding principal balance of all Loans made by Lender to ACS Columbia, inclusive of capitalized interest."
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Columbia. Notwithstanding anything to the contrary in this Agreement or in any document, instrument or agreement to be executed and delivered pursuant hereto, but subject to the last sentence of this Section 12.18: (a) the respective rights and obligations of the parties to the Key License Agreement are not, and will not be, affected by this Agreement or any such document, instrument or agreement, and Columbia is not, and will not be, required to amend, waive or otherwise modify the Key License Agreement; (b) Columbia will not be subject to any non-compete or other restrictive covenant (other than Section 9.3 and Section 9.7 hereof as in effect on the Signing Date); (c) Columbia is not, and will not be, required to act under Sections 2.3(b), 9.4(a) and 9.5 hereof in any capacity other than as a stockholder of the Company, or to incur more than a nominal expense, except as provided in Article 11 hereof; (d) Section 11.4(a)(iii) hereof may not be amended, waived or otherwise modified as to Columbia without Columbia’s written consent; (e) this Section 12.18 may not be amended, waived or otherwise modified without the written consent of Columbia; and (f) the Representative does not, and will not, have, the authority (i) to amend, waive or otherwise modify the Key License Agreement or the Columbia SPA on behalf of Columbia, (ii) to subject Columbia to any non-compete or other restrictive covenant (other than Section 9.3 and Section 9.7 hereof, as in effect on the Signing Date), (iii) to require Columbia to act or refrain from acting under Sections 2.3(b), 9.4(a) and 9.5 hereof in any capacity other than as a stockholder of the Company, or to incur more than a nominal expense, except as provided in Article 11 hereof; (iv) to amend, waive or otherwise modify Section 11.4(a)(iii) hereof as to Columbia without Columbia’s written consent; or (v) to amend, waive or otherwise modify this Section 12.18. Notwithstanding anything in the foregoing to the contrary, Columbia agrees and acknowledges its obligations to sell, transfer, assign and deliver to the Buyer all Company Shares owned, of record and/or beneficially, by Columbia at the time of the Acquisition Closing in the event that the Buyer exercises its Purchase Option pursuant to Section 2.3. [Remainder of the page intentionally left blank]
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Columbia. 16. This Agreement shall be governed by the laws of the District of IN WITNESS WHEREOF, the parties have signed, sealed, and delivered this Agreement as of the date and year first written above. DISTRICT: DISTRICT OF COLUMBIA By: Name: Title: Tax I.D. No. HOWARD: XXXXXX UNIVERSITY By: Name: Title: Tax ID No.: ESCROW AGENT: [ ] By: Name: Title: Tax ID No.: EXHIBIT B ESCROW ACCOUNT REQUISITION [ ], as Escrow Agent [legal name, address] Pursuant to the Escrow Agreement dated as of , 2006 (the “Escrow Agreement”) between the District of Columbia, a municipal corporation, Xxxxxx University (“Howard”), a District of Columbia non-profit corporation, and [ ] (the “Escrow Agent”), Howard hereby requests that the Escrow Agent disburse funds from the Escrow Account to the payees, and in the amounts, listed on Schedule 1 hereto. Capitalized words and phrases not otherwise defined shall have the meaning given to them in the Grant Agreement between the District and Howard dated as of , 2006. Howard certifies as follows:
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