Assignment to the Company. Any and all products, writings, inventions, improvements, processes, formulas, procedures, and techniques which Executive may make, conceive, discover, or develop, either solely or jointly with any other person, at any time when Executive is an employee of the Company, whether or not during working hours and whether or not at the request or upon the suggestion of the Company, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Executive shall make full disclosure to the Company of all such products, writings, inventions, improvements, processes, procedures, formula, and techniques and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Executive shall write and prepare all specifications, formulas, and procedures regarding such products, inventions, improvements, processes, procedures, and techniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or patent letters therefore and can secure such copyright or patent letters wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the records title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, formulas, processes, procedures and techniques.
Assignment to the Company. Any Lender may, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to the Company through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.06(c)(iii) or (y) notwithstanding Sections 2.11 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided that in connection with assignments pursuant to clauses (x) and (y) above, if the assignee is the Company, (1) the principal amount of such Term Advances, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Company shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (2) the aggregate outstanding principal amount of Term Advances of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Advances then held by the Company and (3) the Company shall promptly provide notice to the Administrative Agent of such assignment or transfer of such Term Advances, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.10, 2.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will consti...
Assignment to the Company. Executive agrees to hold all such intellectual property described in this Section 5 for the benefit of the Company and not to assign nor attempt to assign any rights therein to anyone other than the Company. Executive agrees to assign to the Company upon its request and without further compensation, all rights, title and interest in such intellectual property described in this Section 5 to which the Company is entitled as set forth in this Section 6, at any time whether during or subsequent to the Term. Executive shall execute and deliver in a prompt manner all proper documents provided by the Company and presented to Executive, including those necessary and attendant to domestic and foreign patent applications including, but not limited to, divisional, continuation, continuation-in-part, substitute and/or reissue applications, and all other instruments for the perfection of intellectual property rights including related registrations of issued patents, design patent applications and registrations, applications for utility models and industrial models and copyrights, as well as formal assignments thereof. The Company will pay all reasonable out-of-pocket expenses incurred by Executive in perfecting the Company's rights as they relate to assisting the Company in all proper ways in the acquisition and preservation of the rights to such intellectual property as described in this subsection 5.3.
Assignment to the Company. Any and all products, writings, inventions, improvements, processes, formulas, procedures, and techniques which Employee may make, conceive, discover, or develop, either solely or jointly with any other person, at any time when Employee is an employee of the Company, whether or not during working hours and whether or not at the request or upon the suggestion of the Company, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Employee shall make full disclosure to the Company of all such products, writings, inventions, improvements, processes, procedures, formula, and techniques and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Employee shall write and prepare all specifications, formulas, and procedures regarding such products, inventions, improvements, processes, procedures, and techniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or patent letters therefore and can secure such copyright or patent letters wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the records title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, formulas, processes, procedures and techniques.
Assignment to the Company. The Managing Member acknowledges that it and its Affiliates have transferred and assigned to the Company all of their right, title and interest in and to the Project and in and to all of the Project Documents, including, but not limited to, the following: (i) all contracts with architects, supervising architects, engineers and contractors with respect to the development of the Project; (ii) all plans, specifications and working drawings heretofore prepared or obtained in connection with the Project; (iii) all governmental commitments and approvals obtained, and applications therefor, including, but not limited to, those relating to planning, zoning, building permits and Tax Credits; (iv) any and all contracts or rights with respect to any agreements with the Lender(s) and any Agency; and (v) any other work product related to the Project and/or the Company. Prior to the date hereof, SCA was the owner of the Property. SCA is the sole member of the Managing Member and has incurred certain costs of improvement and other costs relating to the Building and the Property and the Managing Member agrees that it shall not be deemed to have contributed the Building, Property improvements and any other property related thereto to the Company, but rather shall have transferred the Property to the Company, with the express understanding of the Parties that the Company shall repay SCA in accordance with the terms of the Note and Mortgage.
Assignment to the Company. The Employee agrees to disclose fully and promptly to the Company the existence of, and assign to the Company, all of his right, title and interest in and to, all products, discoveries, designs, creations, productions and marketing techniques, scientific or technical developments, product concepts, inventions and improvements (collectively, the "Inventions"), whether or not such Inventions are patentable or copyrightable, which are made, conceived, or reduced to practice by Employee (either alone or with others) during the period of his employment as an employee or consultant pursuant to this Agreement, at the Company or elsewhere, and which are based upon Confidential Information or which are related in any way to the Business of the Company or the research and development of the Company or which directly or indirectly result from the tasks assigned to the Employee by the Company, except the term Inventions excludes the products listed on Exhibit B (but these excluded products remain subject to the Company's right of first refusal set forth in Section 6(c) of this Agreement). The foregoing disclosure and assignment shall be made by the Employee without compensation in addition to the Employee's compensation, except when a new product is designated as provided in the penultimate sentence of Section 3.a. The Employee further agrees not to disclose any such Invention to any party other than Company without the prior written permission of the Company. The Inventions assigned to the Company specifically include are not limited to the Sterix Cabinetry technology and related products (including but not limited to Vira-Scrub, Vira-Lube and Sterihol), the Spill Clean Up Kit, the Air Disinfectant and Injector, the Power Needle, the Safety Shear, the Power Respirator*, the Toxic Water Disposal Unit, and the Ultra Sound Power. In addition, Simmxxx xxxeby grants to Company and its subsidiaries, affiliates, successors and assigns a worldwide royalty-free license to use the FAM-PAK and ONGUARD tradenames and trademarks. Employee agrees to change the name of the company, Fam-Pak Corp., a Delaware corporation, within sixty days of the date of this Agreement, to assign the use of that corporate name to the Company and never directly or indirectly, through Affiliates or otherwise, use in whole or in conjunction with other words the name FAM-PAK or derivatives thereof, and Veridien agrees to pay Employee up to $500 upon receipt of appropriate documentation of actual costs in...
Assignment to the Company. At the Effective Time (as such term is defined in the Agreement and Plan of Merger, dated July 22, 2003, by and among the Company, MarketWatch, Pinnacor Inc., Maple Merger Sub, Inc. and Pine Merger Sub, Inc.) and with no further action by any of the parties hereto, MarketWatch hereby assigns all of its rights and obligations under this Agreement to NMP, Inc. (to be renamed "XxxxxxXxxxx.xxx, Inc." following consummation of the merger) and NMP, Inc. hereby accepts such assignment and assumes and agrees to observe and perform all of MarketWatch's obligations under this Agreement. MANDATORY TRANSFERS.
Assignment to the Company. The Managing Member acknowledges that it has or will, concurrently with the execution of this Agreement transfer and assign to the Company all of its rights, title and interest in and to the Project, including without limitation the following:
Assignment to the Company. Notwithstanding anything else to the contrary contained in this Section 10.06, the Company shall not constitute an “Eligible Assignee” for purposes of any assignment hereunder unless (A) no Event of Default has occurred and is continuing or would result from such assignment, (B) the Administrative Agent has received prior written notice of such assignment, (C) the Company represents and warrants as of the date of any such assignment that the Company does not have any MNPI with respect to the Company and the Restricted Subsidiaries, taken as a whole, that has not been disclosed to the assigning Lender (other than because such assigning Lender does not wish to receive MNPI) prior to such date, (D) such assignment is of Term Loans and not Revolving Credit Loans or Commitments, (E) no borrowing of Revolving Credit Loans are used to fund the purchase or acquisition of Term Loans pursuant to such assignment. Immediately upon the assignment of such Term Loans to the Company, such Term Loans shall be deemed cancelled and repaid in full and shall cease to be outstanding for any purpose under the Loan Documents, and the Company shall execute such documentation confirming the foregoing as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly inform each other Lender under the applicable Facility that Term Loans under such Facility have been assigned to the Company and cancelled, together with a statement of the remaining Loans outstanding under such Facility.
Assignment to the Company. The Managing Member acknowledges that, in consideration for its appointment as the Managing Member, it has transferred and assigned, or shall transfer and assign, as applicable, to the Company all of its rights, title and interest in and to the Property, including without limitation the following:
