Assignment of Registrations Sample Clauses

Assignment of Registrations. Seller and Buyer shall cooperate with Buyer to ensure that the Registrations that are owned by Seller or an Affiliate of Seller shall be assigned to Buyer. Following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto, shall be borne solely by Buyer. In addition, Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Notwithstanding anything contained elsewhere herein, Buyer shall hold Seller and its Affiliates harmless from and against any fees, penalties, fines, and third party claims due to Buyer's failure to record any assignment of any such Registration pursuant to this Section, except if such fee, penalty, fines, or third party claim is due to the conduct of Seller.
Sample 1
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Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations and the Syntex NADAs. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration and the Syntex NADAs.
Sample 1
Assignment of Registrations. As soon as practicable and in any event within 45 (forty five) days from Closing Seller shall deliver to Buyer current box, label and package inserts for each pack of Products as registered in the Territory. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Notwithstanding anything contained elsewhere herein, Buyer shall hold Seller and its Affiliates harmless from and against any loss or damage, including but not limited to fees, penalties, fines or third party claims, due to Buyer's failure to record any assignment of any such Registrations pursuant to this Article, except if such loss or damage is due to the conduct of Seller.
Sample 1
Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Seller shall be responsible for preparing and submitting to Buyer all reports and updates with respect to each of the NDSs for all of the Products, including but not limited to NDS Annual Reports, in the form required to be filed with HPB through April 30, 1997. If the next annual filing with respect to any of such NDSs is scheduled to occur after April 30, 1997 but before April 30, 1998, Seller shall prepare and submit to Buyer the data necessary for such annual filing summary report through April 30, 1997 for any such NDS. In addition, Seller shall make available a regulatory person to answer questions regarding such data at the time of filing such Annual Report. 17 8.7
Sample 1
Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably 15 request in order to record the assignment of the Registrations. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration.
Sample 1
Assignment of Registrations. (a) With Aeon’s knowledge and approval, Talbots has heretofore registered or applications are pending for registration in Talbots’ name of the TALBOTS Trademarks owned by Aeon in the following countries in the Asian Territory: China, Australia and Hong Kong and no other countries in the Asian Territory. A list identifying such registrations and applications is attached hereto as Exhibit 3.
Sample 1
Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations and the Syntex NADAs. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration and the Syntex NADAs. Seller shall be responsible for preparing and submitting to Buyer all reports and updates with respect to each of the NDAs for all of the Products, including but not limited to NDA Annual Reports, in the form required to be filed with FDA through April 30, 1997. If the next annual filing with respect to any of such NDAs is scheduled to occur after April 30, 1997 but before April 30, 1998, Seller shall prepare and submit to Buyer the data necessary for such annual filing summary report through April 30, 1997 for any such NDA. In addition, Seller shall make available a regulatory person to answer questions regarding such data at the time of filing such Annual Report.
Sample 1
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Assignment of Registrations. Parent and Buyer shall cooperate to ensure that the Registrations shall be assigned to Buyer, except where such assignment may be prohibited by law. At or following Closing, Buyer shall prepare and Sellers shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto shall be borne solely by Buyer. In addition, Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Notwithstanding anything contained elsewhere herein, Buyer shall hold Parent and its Affiliates (including without limitation the BM Group companies) harmless from and against any loss or damage, including but not limited to fees, penalties, fines or third party claims, due primarily to Buyer's failure to record any assignment of any such Registrations pursuant to this Section, except if such loss or damage is due primarily to the conduct of Parent and its Affiliates (including without limitation the BM Group companies).
Sample 1
Assignment of Registrations 
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Related to Assignment of Registrations

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

  • AMENDMENT OF REGISTRATION RIGHTS Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

  • Waiver of Registration Rights The Company shall obtain a waiver of so-called "piggy-back" registration rights from any holders of any securities of the Company who have the right to require inclusion of any or all of their securities in the Registration Statement contemplated by this Agreement.

  • ASSIGNMENT OF THE REGISTRATION RIGHTS The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to any transferee of in excess of fifty (50%) percent or more of the Registrable Securities (or all or any portion of any Debenture of the Company which is convertible into such securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or the payments set forth in Section 2(c) hereof.

  • Absence of Registration Rights There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the 1933 Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • Number of Registrations SCG shall be entitled to request one registration of its Registrable Securities pursuant to Section 6(a) for each $100 million in Value of Registrable Securities Beneficially Owned by SCG on the date of such request.

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