Waiver of sovereign immunity clause samples

In Roland Mach. Co. v. Dresser Indus., Inc., the Seventh Circuit Court of Appeals held a delay in receipt of scheduled payments until final judgment does not present the type of irreparable harm which a preliminary injunction seeks to prevent, absent countervailing circumstances. However, if the State of Wisconsin has not waived its sovereign immunity (or established an alternative means for monetary compensation for loss) with respect to the alleged impairment of the obligations of contracts, then the Eleventh Amendment of the United States Constitution reserving certain rights to the states, including sovereign immunity, will bar any monetary recovery. 749 F.2d 380, 386 (7th Cir. 1984). In such a case, the plaintiffs may be able readily to demonstrate not just a delay in receipt of interest payments until a final judgment, but the absence of any legal remedy (i.e., damages),12 and therefore irreparable harm, because the Eleventh Amendment generally prevents federal courts from imposing remedies that impinge on state treasuries absent a waiver of sovereign immunity. Virginia Office for Prot. & Advocacy v. Stewart, 563 U.S. 247,253–54 (2011); Hans v. Louisiana, 134 U.S. 1, 20 (1890). Further, even if sovereign immunity were not a bar to monetary damages, depending on the nature of the State’s action in violation of the State Pledge, the availability of an adequate remedy at law may be limited by the difficulty in calculating damages.13 The remaining equitable factors affecting the appropriateness of preliminary injunctive relief are highly fact specific, turning upon the facts and circumstances of the specific Legislative Action, its practical effect and the practical effect of either granting or not granting preliminary relief.

University, informs University of all development’s in such proceedings, and provides University with all correspondence between it and the infringer including pleadings related to any such action. University shall not be required to join such action unless it has agreed to do so in writing prior to the commencement thereof, or unless required by applicable law as a necessary party, in which event University will cooperate reasonably with Licensee, at Licensee’s expense, in such litigation and Licensee will indemnify University and its Affiliates, including its trustees, officers, agents and employees, in respect to any damages or other costs of any type arising out of or relating to such enforcement action. Nothing in this Agreement is a waiver of sovereign immunity. University shall have the right to be represented by counsel of its selection. Licensee shall not have any right to surrender or compromise the Joint Patent Rights or University Patent Rights, to admit the fault of University, its counsel or any inventor on the Joint Patent Rights or University Patent Rights, to create an obligation on University, or to grant any infringer any rights under the Joint Patent Rights or University Patent Rights other than a Sublicense subject to the conditions which would apply to the grant of any other Sublicense.

Section 3.11 Waiver of Sovereign Immunity. Municipality agrees that it is subject to civil and commercial suit for any breach of contract obligations under this Agreement.To the extent that Municipality may be entitled to claim sovereign, governmental, or municipal immunity from any liability in such a civil or commercial suit by Chugach, Municipality hereby agrees not to claim, and hereby waives, such sovereign, governmental, or municipal immunity.

Section 7.11. Waiver of Sovereign Immunity.To the extent that the Purchaser may in any jurisdiction claim for itself or its assets immunity from suit, execution or attachment (whether in aid of execution, before judgment or otherwise) or immunity from any other form of legal process, the Purchaser hereby irrevocably and unconditionally waives all such immunity to the fullest extent permitted by any applicable laws and covenants that it shall not assert sovereign immunity as a defense either to jurisdiction or to any enforcement measures that are available in any such jurisdiction, including without limitation enforcement measures that are available for a judgment rendered in a legal proceeding conducted in another jurisdiction.