ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS Sample Clauses

ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. (a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents from HP to Agilent. Until such transfer has been effected, HP agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents using the same standard of care and diligence that it uses with respect to the HP Patents. Agilent will reimburse HP for all actual and reasonable expenses (excluding the value of the time of HP employees) to continue to prosecute and maintain the Assigned Patents after the Separation Date until the transfer of responsibility for the Assigned Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of HP for the value of time of HP's employees as reasonably required in connection with any such litigation. HP will provide Agilent with the originals or copies of its files relating to the Assigned Patents upon such transfer or at such earlier time as the parties may agree.
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ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. (a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents and Wild File Patents from Adaptec or any Subsidiary to Roxio. Until such transfer has been effected, Adaptec agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents and Wild File Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents and Wild File Patents using the same standard of care and diligence that it uses with respect to Adaptec's Patents. Roxio will reimburse Adaptec for all actual and reasonable expenses (excluding the value of the time of Adaptec employees) to continue to prosecute and maintain the Assigned Patents and Wild File Patents after the Effective Date until the transfer of responsibility for the Assigned Patents and Wild File Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of Adaptec for the value of time of Adaptec's employees as reasonably required in connection with any such litigation. Adaptec will provide Roxio with the originals or copies of its files relating to the Assigned Patents and Wild File Patents upon such transfer or at such earlier time as the parties may agree.
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ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. (a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents from 3Com to Palm. Until such transfer has been effected, 3Com agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents using the same standard of care and diligence that it uses with respect to 3Com's Patents. Palm will reimburse 3Com for all actual and reasonable expenses (excluding the value of the time of 3Com employees) to continue to prosecute and maintain the Assigned Patents after the Separation Date until the transfer of responsibility for the Assigned Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of 3Com for the value of time of 3Com's employees as reasonably required in connection with any such litigation. 3Com will provide Palm with the originals or copies of its files relating to the Assigned Patents upon such transfer or at such earlier time as the parties may agree.
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ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. The parties will cooperate to transfer the responsibility for prosecution, maintenance and enforcement of the Assigned Patents from the Schlumberger Group to NPT. Until such transfer has been effected, Schlumberger agrees to continue (and agrees to cause other members of the Schlumberger Group to continue) the prosecution and maintenance of, and ongoing patent litigation (if any) with respect to, the Assigned Patents (including payment of maintenance fees) in the ordinary course of business, and to maintain (and agrees to cause other members of the Schlumberger Group to maintain) the files and records relating to the Assigned Patents using the same standard of care and diligence that it uses with respect to the Schlumberger Patents. NPT will be responsible for the prosecution and maintenance of the Assigned Patents after the Separation Date. The Schlumberger Group will provide NPT with the originals or copies of its files relating to the Assigned Patents upon such transfer or at such earlier time as the parties may agree.
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ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. (a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents from Seller to Purchaser. Until such transfer has been effected, Seller agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents using the same standard of care and diligence that it uses with respect to the Licensed Seller Patents. Purchaser will reimburse Seller for all actual and reasonable expenses (excluding the costs of the time of Seller employees) to continue to prosecute and maintain the Assigned Patents after the Closing Date until the transfer of responsibility for the Assigned Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of Seller for the costs of time of Seller's employees as reasonably required in connection with any such litigation.
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Related to ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS

  • Additional Obligations The Company will use its best efforts to (a) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Investor who holds (or has the right to hold) Registrable Securities being offered reasonably requests, (b) prepare and file in those jurisdictions any amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain their effectiveness during the Registration Period, (c) take any other actions necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (d) take any other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. Notwithstanding the foregoing, the Company is not required, in connection such obligations, to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause material expense or burden to the Company, or (v) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.

  • Third Party Obligations 3.1. The THIRD PARTY shall:-

  • No Additional Obligations For clarity, this Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, monitor, prosecute, pay for or offer to pay for (including by offering remuneration to any inventors), defend, enforce or otherwise manage any Intellectual Property, except to the extent expressly set forth herein.

  • Communications with Obligors; Grantors Remain Liable (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

  • Actions with Respect to Shared Collateral; Prohibition on Contesting Liens (a) With respect to any Shared Collateral, (i) only the Collateral Agent shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other First Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First Lien Secured Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Applicable Authorized Representative or Controlling Secured Party or any other exercise by the Collateral Agent, Applicable Authorized Representative or Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, Collateral Agent or Authorized Representative with respect to any Collateral not constituting Shared Collateral.

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

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