Common use of Procedures and Limitations Clause in Contracts

Procedures and Limitations. 3.2.4.3.1. The Licensee or the applicable members of the Board will give WSU oral or written notice of each meeting of the Board (whether annual or special) at the same time and in the same manner as oral or written notice is given to the applicable members of the Board. Notwithstanding the foregoing, if an Observer attends (or, in the case of a telephonic meeting, listens by telephone to) any such meeting of the Board, then such Observer shall be deemed to have had proper notice of such meeting. Notwithstanding anything contained herein to the contrary, the failure of an Observer to be given notice of a meeting of the Board pursuant to the immediately preceding two sentences or to attend such meeting shall not in any way affect the authority of the Board to have or to adopt resolutions at such meeting or the legitimacy of any actions taken by the Board at such meeting. Subject to the foregoing, the Licensee will permit the Observer to attend (or, in the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as non-voting observer. The Licensee shall provide the Observer all written materials and other information (including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of the Board and, if an Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board, such Observer will be entitled, upon request, to receive the written minutes or an oral summary of the meeting from the Secretary of the Licensee. Prior to attending or listening to any meeting of the Board or obtaining any documents or summaries of such meetings, each Observer shall agree in writing to be bound by the same duties of confidentiality, good faith and loyalty as if such Observer were a member of the Board. If the Licensee takes any action by written consent of the Board in lieu of a meeting of the Board, then the Licensee shall give prompt written notice of such action to the Observer. In all cases where notice, meeting materials or minutes would otherwise be required to be delivered to an Observer or where an Observer would be permitted to attend a meeting under this Section 3.2, the Licensee reserves the right not to provide notice, meeting materials or minutes relating to and to exclude the Observer from any meeting or portion thereof if the Board determines in good faith that the delivery of such information or attendance at such meeting by such Observer would result in disclosure of trade secrets or other material confidential information to such Observer, present an actual or potential conflict of interest between such Observer and the Licensee, would adversely affect the attorney-client privilege between the Licensee and its counsel or would otherwise be materially injurious to the Licensee in such circumstances. Observer shall be solely responsible for maintaining current phone and fax numbers, and mailing and electronic mail instructions on file with the Licensee.

Procedures and Limitations. 3.2.4.3.1. The Licensee (or the applicable members of the Board Board) will give WSU or its appointed representative oral or written notice of each meeting of the Board (whether annual or special) at the same time and in the same manner as oral or written notice is given to the applicable members of the Board[†]. Notwithstanding the foregoing, if an Observer attends (or, in the case of a telephonic meeting, listens by telephone to) any such meeting of the Board, then such Observer shall be deemed to have had proper notice of such meeting. Notwithstanding anything contained herein to the contrary, the failure of an Observer to be given notice of a meeting of the Board pursuant to the immediately preceding two sentences or to attend such meeting shall not in any way affect the authority of the Board to have or to adopt resolutions at such meeting or the legitimacy of any actions taken by the Board at such meeting. The Observer shall excuse himself or herself from any portion of any meeting of the Board during which his or her presence would, as reasonably determined by Licensee, on advice of counsel, (a) jeopardize the attorney/client privilege for communications or (b) constitute a conflict of interest. Subject to the foregoing, the Licensee will permit the Observer to attend (or, in the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as non-voting observer. The Licensee shall provide the Observer all written materials and other information (including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of the Board and, if an Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board, such Observer will be entitled, upon request, entitled to receive the written minutes or an oral summary of the Board meeting from the Secretary of the Licensee. Prior to attending or listening to any meeting of the Board or obtaining any documents or summaries of such meetings, each Observer shall agree in writing to be bound by the same duties of confidentiality, good faith and loyalty as if such Observer were a member of the Board. If the Licensee takes any action by written consent of the Board in lieu of a meeting of the Board, then the Licensee shall give prompt written notice of such action to the Observer. In all cases where notice, meeting materials or minutes would otherwise be required to be delivered to an Observer or where an Observer would be permitted to attend a meeting under this Section 3.2, the Licensee reserves the right not to provide notice, meeting materials or minutes relating to and to exclude the Observer from any meeting or portion thereof if the Board determines in good faith that the delivery of such information or attendance at such meeting by such Observer would result in disclosure of trade secrets or other material confidential information to such Observer, present an actual or potential conflict of interest between such Observer and the Licensee, would adversely affect the attorney-client privilege between the Licensee and its counsel or would otherwise be materially injurious to the Licensee in such circumstances. The Observer shall be solely responsible for maintaining current phone and fax numbers, and mailing and electronic mail instructions instructions, on file with the Licensee.