Common use of Underlying Facts Clause in Contracts

Underlying Facts. SELLER represents and acknowledges the following underlying facts as true and correct and on which PURCHASER has placed material reliance in entering and which form the factual foundation for this Agreement: 2.1 Plaintiffs are parties to the Lawsuit. 2.2 Robert N. Miller is Plaintiffs' attorney of record in xxx Xxxxxxx. 0.3 Kristin M. Diamond is Plaintiffs' in-house attorney. 0.0 Xxxxxxxxxx xave obtained the Judgment against the Adverse Party(ies) at the District Court level. The Judgment was affirmed by the CAFC on September 3rd, 2003. The Adverse Party(ies) subsequently filed a petition for a Re-Hearing and Re-Hearing En Banc at the CAFC. The petition of the Adverse Party(ies) was denied on November 12th, 2003. 2.5 At the time the Lawsuit was filed, SELLER was doing business as University Patents, Inc. (hereinafter, "UPI"). SELLER formally changed its name to Competitive Technologies, Inc., in 1994. 2.6 By Agreement, dated August 1, 1993, between UCFI and UPI, a copy of which is attached hereto as Exhibit 3 and incorporated herein, Plaintiffs assigned to SELLER eighteen and two-tenths percent (18.2%) of Plaintiffs' rights, title, and interest in and to the entire Judgment and any and all Proceeds of the Litigation after deduction of Attorney's contingent fee and out of pocket expenses. 2.7 SELLER is entitled to receive approximately six million dollars ($6,000,000.00 USD) of the Judgment, plus interest, by virtue of the Agreement referenced in subparagraph 2.6 hereinabove and attached hereto as Exhibit 3. 2.8 The following documents in the Lawsuit, provided to PURCHASER, (i) are complete, accurate and genuine, (ii) remain in full force and effect as of the date hereof, and to the best of SELLER's knowledge after due inquiry to Attorney and Plaintiffs, have not been and (except as to issues that may be raised on appeal), are not currently proposed by any party to be modified or superseded (unless copy of the modifying, superceding or amended document(s) or written notice thereof have been provided to PURCHASER): 2.8.1 Reference Documents Exhibit, the Judgment and Bond, Undertaking or other Judgment collateral, if any; 2.8.2 The Appellate Briefs, Notice(s) of Appeal and other documents filed in the Appellate Court; 2.8.3 If all briefs have not been filed; all trial briefs and related points and authorities filed in the Lawsuit; the verdict, all post-trial motion papers and rulings, if any; 2.8.4 All other papers and documents supplied by Attorney with respect to the Appeal and the Lawsuit. 2.9 SELLER hereby irrevocably instructs Attorney and SELLER's Attorney to do the following: (i) provide all documents requested by PURCHASER relating to the Appeal, the Litigation, settlement of the Litigation, Attorney's or other persons' interest in or claim against the Judgment and the subject matter of this Agreement; (ii) when requested by PURCHASER, to provide factual information within the knowledge of Plaintiffs, Attorney, or SELLER's Attorney; and (iii) to perform all those action(s) to be taken by Attorney or by SELLER's Attorney, as agent of SELLER, provided for in this Agreement. Provided, however, nothing in this Agreement shall: (1) require the dissemination of information to PURCHASER or other persons, which is subject to attorney-client or other evidentiary privilege, unless it is done in a manner that does not constitute a waiver of the applicable privilege; or, (2) give PURCHASER any right to direct or control Plaintiffs, Attorney, SELLER, or SELLER's Attorney in pursuing or settling of the Litigation. Any information disclosed to PURCHASER shall be treated as confidential by PURCHASER and may be used by PURCHASER solely for purposes related to or arising out of this Agreement. 2.10 The transaction provided for in this Agreement involves substantial economic risk to PURCHASER.

Underlying Facts. SELLER represents and acknowledges the following underlying facts as true and correct and on which PURCHASER has placed material reliance in entering and which form the factual foundation for this Agreement: 2.1 Plaintiffs are parties 2.1. SELLER is a party to the Lawsuit. 2.2 Robert N. Miller is Plaintiffs' attorney of record in xxx Xxxxxxx. 0.3 Kristin M. Diamond is Plaintiffs' in-house attorney. 0.0 Xxxxxxxxxx xave 2.2. SELLER obtained the Judgment a jury verdict against the Adverse Party(ies) at in the District Court levelLawsuit. The Judgment jury verdict was affirmed set aside by the CAFC on September 3rdtrial judge, 2003. The Adverse Party(ies) subsequently filed who entered a petition for a Re-Hearing and Re-Hearing En Banc at the CAFC. The petition judgment in favor of the Adverse Party(ies) was denied on November 12thand, 2003in the alternative, ordered a new trial. SELLER appealed the trial judge's order. The Court of Appeals reversed the trial judge's order, affirmed the verdict as to liability of Adverse Party(ies) and remanded the Lawsuit to the Court for a re-trial as to damages, only. 2.5 At the time the Lawsuit was filed, SELLER was doing business as University Patents, Inc. (hereinafter, "UPI")2.3. SELLER formally changed its name to Competitive Technologies, Inc., in 1994. 2.6 By Agreement, dated August 1, 1993, between UCFI and UPI, a copy of which is attached hereto as Exhibit 3 and incorporated herein, Plaintiffs assigned to SELLER eighteen and two-tenths percent (18.2%) of Plaintiffs' rights, title, and interest in and to the entire Judgment and any and all Proceeds of the Litigation after deduction of Attorney's contingent fee and out of pocket expenses. 2.7 SELLER is entitled to receive approximately six million dollars ($6,000,000.00 USD) of the Judgment, plus interest, by virtue of the Agreement referenced in subparagraph 2.6 hereinabove and attached hereto as Exhibit 3. 2.8 The following documents in the Lawsuit, provided to PURCHASER, (i) are complete, accurate and genuine, (ii) remain in full force and effect as of the date hereof, and to the best of SELLER's 'S knowledge after due inquiry to Attorney and PlaintiffsAttorney, have not been and (except as to issues that may be raised on appeal), are not currently proposed by any party to be modified or superseded (unless copy of the modifying, superceding or amended document(s) or written notice thereof have been provided to PURCHASER): 2.8.1 2.3.1. Reference Documents Exhibit, the Judgment and Bond, Undertaking or other Judgment collateral, if any; 2.8.2 2.3.2. The Appellate Briefs, Notice(s) of Appeal and other documents filed in the Appellate Court; 2.8.3 2.3.3. If all briefs have not been filed; all trial briefs and related points and authorities filed in the Lawsuit; the verdict, all post-trial motion papers and rulings, if any; 2.8.4 2.3.4. All other papers and documents supplied by Attorney with respect to the Appeal and the Lawsuit. 2.9 2.4. ATTORNEY IS SELLER'S GENERAL COUNSEL. SELLER hereby irrevocably instructs Attorney and SELLER's Attorney to do the followingHEREBY IRREVOCABLY INSTRUCTS ATTORNEY AND ALL OTHER ATTORNEYS HEREAFTER ENGAGED BY SELLER IN THE LITIGATION TO DO THE FOLLOWING: (iI) provide all documents requested by PROVIDE ALL DOCUMENTS REQUESTED BY PURCHASER relating to the AppealRELATING TO THE APPEAL, the LitigationTHE LITIGATION, settlement of the LitigationSETTLEMENT OF THE LITIGATION, Attorney's or other personsSELLER'S ATTORNEY'S, OR OTHER PERSONS' interest in or claim against the Judgment and the subject matter of this AgreementINTEREST IN OR CLAIM AGAINST THE JUDGMENT AND THE SUBJECT MATTER OF THIS AGREEMENT; (iiII) when requested by WHEN REQUESTED BY PURCHASER, to provide factual information within the knowledge of PlaintiffsTO PROVIDE FACTUAL INFORMATION WITHIN THE KNOWLEDGE OF ATTORNEY; AND (III) TO PERFORM ALL THOSE ACTION(S) TO BE TAKEN BY ATTORNEY, Attorney, or SELLER's Attorney; and (iii) to perform all those action(s) to be taken by Attorney or by SELLER's Attorney, as agent of AS AGENT OF SELLER, provided for in this AgreementPROVIDED FOR IN THIS AGREEMENT. ProvidedPROVIDED, howeverHOWEVER, nothing in this Agreement shallNOTHING IN THIS AGREEMENT SHALL: (1A) require the dissemination of information to REQUIRE THE DISSEMINATION OF INFORMATION TO PURCHASER or other personsOR OTHER PERSONS, which is subject to attorneyWHICH IS SUBJECT TO ATTORNEY-client or other evidentiary privilegeCLIENT OR OTHER EVIDENTIARY PRIVILEGE, unless it is done in a manner that does not constitute a waiver of the applicable privilegeUNLESS IT IS DONE IN A MANNER THAT DOES NOT CONSTITUTE A WAIVER OF THE APPLICABLE PRIVILEGE; or, (2OR B) give GIVE PURCHASER any right to direct or control Plaintiffs, Attorney, SELLER, or SELLER's Attorney in pursuing or settling of the LitigationANY RIGHT TO DIRECT OR CONTROL THE SELLER OR ATTORNEY IN PURSUING OR SETTLEMENT OF THE LITIGATION. Any information disclosed to ANY INFORMATION DISCLOSED TO PURCHASER shall be treated as confidential by SHALL BE TREATED AS CONFIDENTIAL BY PURCHASER and may be used by AND MAY BE USED BY PURCHASER solely for purposes related to or arising out of this AgreementSOLELY FOR PURPOSES RELATED TO OR ARISING OUT OF THIS AGREEMENT. 2.10 2.5. The transaction provided for in this Agreement agreement involves substantial economic risk to PURCHASER.

Underlying Facts. SELLER represents and acknowledges the following underlying facts as true and correct and on which PURCHASER has placed material reliance in entering and which form the factual foundation for this Agreement: 2.1 2.1. Plaintiffs are parties to the Lawsuit. 2.2 2.2. Robert N. Miller is Plaintiffs' attorney of record in xxx Xxxxxxx. 0.3 0.3. Kristin M. Diamond is Plaintiffs' in-house attorney. 0.0 0.0. Xxxxxxxxxx xave xxve obtained the Judgment against the Adverse Party(ies) at the District Court level. The Judgment was affirmed by the CAFC on September 3rd), 2003. The and one or more Adverse Party(ies) subsequently has filed a petition for a Re-Hearing and Re-Hearing En Banc at the CAFC. The petition an appeal of the Adverse Party(ies) was denied on November 12th, 2003Judgment. 2.5 2.5. At the time the Lawsuit was filed, SELLER was doing business as University PatentsUNIVERSITY PATENTS, Inc. INC. (hereinafterhereafter, "UPI"). SELLER formally changed its name to Competitive Technologies, Inc., in 1994. 2.6 2.6. By Agreement, dated August 1, 1993, between UCFI and UPI, a copy of which is attached hereto as Exhibit 3 A and incorporated herein, Plaintiffs assigned to SELLER eighteen and two-tenths percent (18.2%) of Plaintiffs' rights, title, and interest in and to the entire Judgment and any and all Proceeds of the Litigation after deduction of Attorney's contingent fee and out of pocket expenses. 2.7 2.7. SELLER is entitled to receive approximately six million dollars Six Million Dollars ($6,000,000.00 USD6,000,000.00) (U.S.) of the Judgment, plus interest, by virtue of the Agreement referenced in subparagraph Section 2.6 hereinabove above and attached hereto as Exhibit 3.A. 2.8 2.8. The following documents in the Lawsuit, provided to PURCHASER, (i) are complete, accurate and genuine, (ii) remain in full force and effect as of the date hereof, and to the best of SELLER's 'S knowledge after due inquiry to Attorney and Plaintiffs, have not been and (except as to issues that may be raised on appeal), are not currently proposed by any party to be modified or superseded (unless copy of the modifying, superceding or amended document(s) or written notice thereof have been provided to PURCHASER): 2.8.1 2.8.1. Reference Documents Exhibit, the Judgment and Bond, Undertaking or other Judgment collateral, if any; 2.8.2 2.8.2. The Appellate Briefs, Notice(s) of Appeal and other documents filed in the Appellate Court; 2.8.3 2.8.3. If all briefs have not been filed; all trial briefs and related points and authorities filed in the Lawsuit; the verdict, all post-trial motion papers and rulings, if any; 2.8.4 2.8.4. All other papers and documents supplied by Attorney with respect to the Appeal and the Lawsuit. 2.9 2.9. SELLER hereby irrevocably instructs Attorney and SELLER's Attorney to do the following: (i) provide all documents requested by PURCHASER relating to the Appeal, the Litigation, settlement of the Litigation, Attorney's or other persons' interest in or claim against the Judgment and the subject matter of this Agreement; (ii) when requested by PURCHASER, to provide factual information within the knowledge of Plaintiffs, Attorney, or SELLER's Attorney; and (iii) to perform all those action(s) to be taken by Attorney or by SELLER's Attorney, as agent of SELLER, provided for in this Agreement. Provided, however, nothing in this Agreement shall: (1a) require the dissemination of information to PURCHASER or other persons, which is subject to attorney-client or other evidentiary privilege, unless it is done in a manner that does not constitute a waiver of the applicable privilege; or, (2or b) give PURCHASER any right to direct or control Plaintiffs, Attorney, SELLER, or SELLER's Attorney in pursuing or settling settlement of the Litigation. Any information disclosed to PURCHASER shall be treated as confidential by PURCHASER and may be used by PURCHASER solely for purposes related to or arising out of this Agreement. 2.10 2.10. The transaction provided for in this Agreement agreement involves substantial economic risk to PURCHASER.

Underlying Facts. SELLER represents and acknowledges the following underlying facts as true and correct and on which PURCHASER has placed material reliance in entering and which form the factual foundation for this Agreement: 2.1 2.1. Plaintiffs are parties to the Lawsuit. 2.2 2.2. Robert N. Miller is Plaintiffs' attorney of record in xxx XxxxxxxXxxxxit. 0.3 2.3. Kristin M. Diamond is Plaintiffs' in-house attorney. 0.0 0.0. Xxxxxxxxxx xave have obtained the Judgment against the Adverse Party(ies) at the District Court level. The Judgment was affirmed by the CAFC on September 3rd), 2003. The and one or more Adverse Party(ies) subsequently has filed a petition for a Re-Hearing and Re-Hearing En Banc at the CAFC. The petition an appeal of the Adverse Party(ies) was denied on November 12th, 2003Judgment. 2.5 2.5. At the time the Lawsuit was filed, SELLER was doing business as University PatentsUNIVERSITY PATENTS, Inc. INC. (hereinafterhereafter, "UPI"). SELLER formally changed its name to Competitive Technologies, Inc., in 1994. 2.6 2.6. By Agreement, dated August 1, 1993, between UCFI and UPI, a copy of which is attached hereto as Exhibit 3 A and incorporated herein, Plaintiffs assigned to SELLER eighteen and two-tenths percent (18.2%) of Plaintiffs' rights, title, and interest in and to the entire Judgment and any and all Proceeds of the Litigation after deduction of Attorney's contingent fee and out of pocket expenses. 2.7 2.7. SELLER is entitled to receive approximately six million dollars Six Million Dollars ($6,000,000.00 USD6,000,000.00) (U.S.) of the Judgment, plus interest, by virtue of the Agreement referenced in subparagraph Section 2.6 hereinabove above and attached hereto as Exhibit 3.A. 2.8 2.8. The following documents in the Lawsuit, provided to PURCHASER, (i) are complete, accurate and genuine, (ii) remain in full force and effect as of the date hereof, and to the best of SELLER's 'S knowledge after due inquiry to Attorney and Plaintiffs, have not been and (except as to issues that may be raised on appeal), are not currently proposed by any party to be modified or superseded (unless copy of the modifying, superceding or amended document(s) or written notice thereof have been provided to PURCHASER): 2.8.1 2.8.1. Reference Documents Exhibit, the Judgment and Bond, Undertaking or other Judgment collateral, if any; 2.8.2 2.8.2. The Appellate Briefs, Notice(s) of Appeal and other documents filed in the Appellate Court; 2.8.3 2.8.3. If all briefs have not been filed; all trial briefs and related points and authorities filed in the Lawsuit; the verdict, all post-trial motion papers and rulings, if any; 2.8.4 2.8.4. All other papers and documents supplied by Attorney with respect to the Appeal and the Lawsuit. 2.9 2.9. SELLER hereby irrevocably instructs Attorney and SELLER's Attorney to do the following: (i) provide all documents requested by PURCHASER relating to the Appeal, the Litigation, settlement of the Litigation, Attorney's or other persons' interest in or claim against the Judgment and the subject matter of this Agreement; (ii) when requested by PURCHASER, to provide factual information within the knowledge of Plaintiffs, Attorney, or SELLER's Attorney; and (iii) to perform all those action(s) to be taken by Attorney or by SELLER's Attorney, as agent of SELLER, provided for in this Agreement. Provided, however, nothing in this Agreement shall: (1a) require the dissemination of information to PURCHASER or other persons, which is subject to attorney-attorney- client or other evidentiary privilege, unless it is done in a manner that does not constitute a waiver of the applicable privilege; or, (2or b) give PURCHASER any right to direct or control Plaintiffs, Attorney, SELLER, or SELLER's Attorney in pursuing or settling settlement of the Litigation. Any information disclosed to PURCHASER shall be treated as confidential by PURCHASER and may be used by PURCHASER solely for purposes related to or arising out of this Agreement. 2.10 2.10. The transaction provided for in this Agreement agreement involves substantial economic risk to PURCHASER.