Corporate Status The Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
Corporate Standing TBC is a duly organized corporation existing in good standing under the laws of the State of Delaware. Each Subsidiary Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and each of TBC and each Subsidiary Borrower is qualified to do business in every jurisdiction where such qualification is required, except where the failure to so qualify would not have a material adverse effect on the financial condition of TBC and the Subsidiary Borrowers as a whole.
Status of the Parties The status of the parties under this Agreement shall be solely that of independent contractors. No party shall have the right to enter into any agreements on behalf of the other party nor shall it represent to any person that it has such right or authority. The parties, through their duly authorized representatives, and intending to be legally bound, have executed this Agreement, as of the date and year first above written, whereupon it became effective in accordance with its terms. RESEARCH FRONTIERS INCORPORATED By:_/s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President Date: October 25, 2005 SPD CONTROL SYSTEMS CORPORATION By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx, Chairman Date: October 20, 2005 Schedule A (As of October 25, 2005) LIST OF UNITED STATES, INTERNATIONAL AND FOREIGN PATENTS AND PATENT APPLICATIONS Date Expiration Patents in the United States Issued Date 5,764,402 Xxxx-Xxxxxxxx Xxxxxx; Xxxxxx Xxxxx "Optical Cell Control System" 06/09/98 04/24/15 6,804,040 Xxxxxx X. Xxxxxxx, et al "Method and Device for Controlling Voltage Provided to a Suspended Particle Device"10/12/04 02/13/23 6,897,997 Xxxxxx X. Xxxxxxx "Method and Device for Controlling Voltage Provided to a Suspended Particle Device" 05/24/05 02/13/23 (continuation-in-part of 6,804,040) PENDING UNITED STATES APPLICATIONS Serial Number Filing Date [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] PENDING INTERNATIONAL APPLICATIONS Serial Number Filing Date [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] Patent Number or Country Serial Number Issued Filed Expiration [Confidential Information Omitted and filed separately with the Securities and Exchange Commission] FOREIGN PATENTS AND PATENT APPLICATIONS Patent Number or Country Serial Number Issued Filed Expiration
Affiliate Status The Holder is not, and has not been during the preceding three months, an “affiliate” of the Company as such term is defined in Rule 144 under the Securities Act.
Status of the Subadviser The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
INDEMNITEES Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.
Corporate Status and Authority Seller is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of Seller, which constitutes all necessary corporate action on the part of Seller for such authorization. Subject to the immediately preceding sentence, this Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.
Indemnitee Indemnitee and Indemnitees shall have the meaning set forth in Section 20 herein.
Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.
