CPP and the University of Arizona May Join Sample Clauses

CPP and the University of Arizona May Join. TILLOTTS acknowledges that the University of Arizona, as assignee of the Licensed Patents and owner of elements of the Licensed Information, and CPP, as exclusive licensee under the Licensed Patents and owner of elements of the Licensed Information, may be necessary parties to any suit or legal proceeding brought by TILLOTTS concerning Infringing Activities. In that event, and if CPP so requests on behalf of itself or the University of Arizona, TILLOTTS' legal counsel must represent the University of Arizona and CPP, at TILLOTTS' expense, in any consequent legal proceedings. If TILLOTTS' legal counsel is unable to represent either the University of Arizona or CPP because of a conflict of interest or other bona fide reason, the University of Arizona or CPP, as the case may be, may engage other competent legal counsel, at TILLOTTS' expense, to represent the University of Arizona and/or CPP in any such suit or legal proceeding. If either the University of Arizona or CPP does not wish to be represented by TILLOTTS' legal counsel for reasons other than a conflict of interest or other bona fide reason, either may engage competent legal counsel of its own choosing to represent it at its own expense. With respect to TILLOTTS Patent Rights, and to the extent permissible under the law of the applicable country issuing such TILLOTTS Patent Rights, CPP will have the same rights and obligations with respect to such TILLOTTS Patent Rights as TILLOTTS has under this Section 7.4 with respect to Licensed Patents. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission
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Related to CPP and the University of Arizona May Join

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company SEC Documents").

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Power to Bind the Company The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.

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  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

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  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

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