RESPONSIBILITY AND LEGAL COUNSEL Sample Clauses

RESPONSIBILITY AND LEGAL COUNSEL. If Orphan takes any action under this ARTICLE V that results in legal proceedings relating to the LICENSED PATENTS, Orphan shall assume the responsibility for such legal proceedings at its sole expense. Orphan acknowledges that RCT, as assignee of the LICENSED PATENTS, may be a necessary party to any suit or legal proceeding brought by Orphan concerning the infringement of the LICENSED PATENTS. In light of this fact, Orphan has the right to join RCT as a necessary party in any suit or proceeding as a necessary party in any suit or proceeding RCT brings under SECTION 5.1. In that event, and if RCT so requests, Orphan's legal counsel shall represent RCT, at Orphan's expense, in any such legal proceedings. If Orphan's legal counsel is unable to represent RCT because of a conflict of interest or other bona fide reason, RCT may engage other competent legal counsel, reasonably acceptable to Orphan and at Orphan's expense, to represent RCT in any such suit or legal proceeding. If RCT does not wish to be represented by Orphan's legal counsel for reasons other than a conflict of interest or other bona fide reason, RCT may engage competent legal counsel of its own choosing to represent RCT at RCT"s own expense.
Sample 1
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RESPONSIBILITY AND LEGAL COUNSEL. If LICENSEE takes any action under this ARTICLE 11 that results in legal proceedings relating to the PATENT RIGHTS, LICENSEE shall assume the responsibility for such legal proceedings at LICENSEE's sole expense. LICENSEE acknowledges that LICENSOR, as assignee of the PATENT RIGHTS,
Sample 1

Related to RESPONSIBILITY AND LEGAL COUNSEL

  • Representation by Legal Counsel Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in drafting this Agreement. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Consultation with Legal Counsel Escrow Agent may consult with its counsel or other counsel satisfactory to it concerning any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by it in good faith upon the advice of such counsel.

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • Independent Legal Counsel an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Inspection, Consultation and Advice The Company shall permit and cause each of its subsidiaries, if any, to permit each Investor and such persons as each Investor may designate, at such Investor’s expense, to visit and inspect any of the properties of the Company and its subsidiaries, examine their books and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its subsidiaries with their officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with such Investor and such designees such affairs, finances and accounts), and consult with and advise the management of the Company and its subsidiaries as to their affairs, finances and accounts, all at reasonable times and upon reasonable notice during normal business hours and provided that such Investor or designee has executed a confidentiality agreement in substance and form reasonably acceptable to the Company.

  • Consistent Legal Compliance The fact that certain provisions of this Agreement contain language which expressly requires compliance with all applicable laws, shall not give rise to an implication that other provisions, which do not expressly include such language, operate in derogation of the requirement for such legal compliance.

  • Independent Legal Advice Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

  • Legal Counsel; Mutual Drafting Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

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