PATENT PENDING Sample Clauses

PATENT PENDING by the Indemnified Person or Indemnified Party, as the case may be, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay reasonable fees for only one separate legal counsel for all Indemnified Persons or Indemnified Parties (as applicable). The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 9.1, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

PATENT PENDING. TABLE OF CONTENTS ----------------- Page ---- I. DEFINITIONS..................................................................................... 1

PATENT PENDING. No Conflicts. ------------

PATENT PENDING position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

PATENT PENDING favorable determination or approval letter from the Internal Revenue Service regarding its qualification under such section and, to the Knowledge of the Company, no event has occurred which would cause any such Plan to lose its qualification.

PATENT PENDING securities or rights convertible into, any shares of Capital Stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Capital Stock of the Company, other than rights created pursuant to this Agreement or pursuant to the Company's stock option plan and employee stock purchase plan, (ii) there are no outstanding debt securities, notes, credit agreements, or other agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is or may become bound and (iii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act (except as provided in this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of any of the Common Stock pursuant to this Agreement. The Company has furnished to the Underwriter true and correct copies of the Company's articles of incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's bylaws, as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

PATENT PENDING. Not an Affiliate. The Underwriter is not an officer, director or Affiliate of the Company.

PATENT PENDING. One or more pending patents have been filed on various inventive aspects of the ScanCart Unit(s) and/or combination of components and/or methods, including VISC’s leasing systems and methods, which is covered by a pending patent application.

PATENT PENDING consultation with the other party about its contents. Except as may be required by law or applicable regulation, each of the Company and the Underwriter shall consult with the other before issuing any press release or otherwise making any public statements with respect to this Agreement and, except as required by law, applicable regulation or the listing requirements of the Principal Market, shall not issue any such press release or make any such public statement without the prior written consent of the other party (which consent shall not be unreasonably withheld).

PATENT PENDING. 6.1 The Licensee will: (a) subject only to paragraph 3.2 above, not use or permit the use of the Patent Pending associated with the Products, except as supplied by Xxxxxxx Group; (b) not do anything, directly or indirectly, to contest or impair any of Xxxxxxx Group’s claim to all right, title or interest in the Patent Pending; (c) notify Xxxxxxx Group immediately of any infringement or threatened infringement of the Patent Pending; (d) not initiate or defend any legal proceedings relating to the use of the Patent Pending in association with the Products without first obtaining the prior written consent of Xxxxxxx Group; (e) if requested by Xxxxxxx Group, cooperate and assist Xxxxxxx Group in any matter concerning protection of the Patent Pending. 6.2 If the Licensee becomes aware of any infringement or possible infringement involving the Patent Pending, the Licensee will immediately notify and provide Xxxxxxx Group with any information at the Licensee’s disposal. Xxxxxxx Group agrees to consult with the Licensee as to how to respond, but only Xxxxxxx Group may, in its sole and absolute discretion, initiate, defend or settle proceedings as Xxxxxxx Group may deem advisable under the circumstances. If Xxxxxxx Group decides not to prosecute, defend or settle proceedings within thirty (30) days of having received such notice, the Licensee will be entitled to prosecute, defend or settle proceedings at the Licensee’s own expense provided that such proceedings are necessary in order to protect the Licensee’s rights under this Agreement, and in so doing the Licensee agrees to consult with and notify Xxxxxxx Group of any action or proceedings which the Licensee proposes to take in connection with such infringement or possible infringement.