Assignment and Assumption of License Agreement Sample Clauses

Assignment and Assumption of License Agreement. GP Strategies and the Company hereby agree that the Assignment and Assumption of License Agreement is terminated concurrently with the termination of the License Agreement. In consideration for terminating the Assignment and Assumption of License Agreement, the Company agrees to issue to GP Strategies 250,000 options in the Company ("Options") with an exercise price equal to the price of the common stock of the Company at its initial public offering. GP Strategies agrees that the Company is fully, forever, irrevocably and unconditionally discharged and released from all past, present and future claims, obligations, duties, promises, agreements and liabilities to make royalty payments of any kind relating to the Assignment and Assumption Agreement.
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Assignment and Assumption of License Agreement. WITH RESPECT TO KEFTAB PRODUCTS UPON EXPIRATION OF LICENSING PERIOD. Subject to the terms and conditions of this Agreement and the Assignment, at the expiration of the Licensing Term, (i) Dura Bermuda shall without further consideration (except as otherwise provided herein), transfer, assign and deliver to DJ Pharma the Keftab Rights and (ii) DJ Pharma shall additionally have a fully-paid, irrevocable license and right under the Keftab Rights.
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Assignment and Assumption of License Agreement. This Assignment and Assumption of License Agreement (this “Agreement”) is dated as of , 2019, by and among Tennessee Valley Authority, a corporate agency and instrumentality of the United States existing pursuant to the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. 831-831ee (2012), (“Assignor”), Xxxx County, Tennessee, a political subdivision of the State of Tennessee, a home rule public corporation and charter government (“Assignee”), and Meta Enterprise, LLC, a Tennessee limited liability company (“Licensee”).
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Assignment and Assumption of License Agreement. This Assignment and Assumption of License Agreement (this “Agreement”) is dated as of , 2019, by and among Tennessee Valley Authority, a corporate agency and instrumentality of the United States existing pursuant to the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. 831-831ee (2012), (“Assignor”), Xxxx County, Tennessee, a political subdivision of the State of Tennessee, a home rule public corporation and charter government (“Assignee”), and The Nexus Group, Inc., d/b/a Digital Crossing Networks, a Tennessee corporation (“Licensee”).
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Assignment and Assumption of License Agreement. This Assignment and Assumption of License Agreement (this “Agreement”) is dated as of , 2019, by and among Tennessee Valley Authority, a corporate agency and instrumentality of the United States existing pursuant to the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. 831-831ee (2012), (“Assignor”), Xxxx County, Tennessee, a political subdivision of the State of Tennessee, a home rule public corporation and charter government (“Assignee”), and KNOLOGY OF KNOXVILLE, INC., d/b/a WOW! Internet, Cable, and Phone, a Delaware corporation (“Licensee”).
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Assignment and Assumption of License Agreement. This Assignment and Assumption of License Agreement (the “Assignment”) is made as of , , (the “Assignment Effective Date”) by and between Yuzz Buzz, LLC (“Assignor”), and SpringBig Holdings, Inc. (“Assignee”), each of which shall be referred to herein as the “Parties.”
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Assignment and Assumption of License Agreement. GP Strategies and the Company hereby agree that the Assignment and Assumption of License Agreement is terminated concurrently with the termination of the License Agreement. In consideration for terminating the Assignment and Assumption of License Agreement, the Company agrees to issue to GP Strategies 250,000 options in the Company ("Options") with an exercise price equal to the price of the common stock of the Company at its
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Assignment and Assumption of License Agreement. This Assignment and Assumption of License Agreement (the “Assignment”) is entered into as of [________], 2018 by and between Enumeral Biomedical Holdings, Inc. (“Enumeral”) and XOMA US LLC (“XOMA”). Reference is hereby made to that certain Definitive License and Transfer Agreement, dated as of June 6, 2016, by and among Enumeral, Pieris Pharmaceuticals, Inc. and Pieris Pharmaceuticals GmbH (collectively, “Pieris”), as amended by that certain Amendment No. 1 to Definitive License Agreement and Transfer Agreement, by and between Enumeral and Pieris, effective as of January 3, 2017 (the “License Agreement”). Reference is also made to that certain Asset Purchase Agreement, dated as of [________], 2018, by and between Enumeral and XOMA (the “Purchase Agreement’). All capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, and subject to the conditions contained therein, XOMA is purchasing from Enumeral all right, title and interest of Enumeral in and to the Purchased Assets, including but not limited to (a) the patent applications listed in Exhibit B to the Purchase Agreement, and (b) all of Enumeral’s rights under the License Agreement. The Purchased Assets include all of the Enumeral assets to which the License Agreement relates. Effective as of the Closing, pursuant to Section 12.5 of the License Agreement and without in any way limiting the provisions of the Bxxx of Sale:
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Assignment and Assumption of License Agreement. Effective as of the Closing, (i) Seller hereby sells, assigns, conveys and transfers to Buyer all of Seller’s right, title and interest in, to and arising under or relating to the License Agreement and (ii) Buyer hereby assumes and shall be solely responsible for all of the obligations and liabilities of Seller arising under the License Agreement from and after such date.
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Related to Assignment and Assumption of License Agreement

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

  • SUBLICENSING AND ASSIGNMENT Controlled Affiliate shall not, directly or indirectly, sublicense, transfer, hypothecate, sell, encumber or mortgage, by operation of law or otherwise, the rights granted hereunder and any such act shall be voidable at the sole option of Plan or BCBSA. This Agreement and all rights and duties hereunder are personal to Controlled Affiliate.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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