Intellectual Property Assignment Agreements. In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Nuance IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Nuance Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the “Patent Assignment Agreement”), Exhibit A2 (the “Trademark Assignment Agreement”), Exhibit A3 (the “Domain Name Assignment Agreement”) and Exhibit A4 (the “Invention Disclosure Assignment Agreement”) as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the “Intellectual Property Assignment Agreements”) for recordation with the appropriate Governmental Authority.
Intellectual Property Assignment Agreements. In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of SpinCo IP, to the extent the ownership thereof has transferred from a member of the Parent Group to a member of the SpinCo Group, pursuant to the Separation Agreement, the US Contribution Agreement or any other Ancillary Agreement, the Parties have executed intellectual property assignment agreements in the forms substantially similar to the Intellectual Property Assignment Agreements.
Intellectual Property Assignment Agreements. The Seller and the Shareholder Parties shall have executed any and all intellectual property assignment agreements necessary to transfer the Seller Intellectual Property to the Purchaser, in each CONFIDENTIAL case in a form reasonably satisfactory to the Purchaser, to be filed, where appropriate, with the relevant Government Entity at Purchaser’s sole expense.
Intellectual Property Assignment Agreements. The Seller shall cause the Company to enter into proprietary information, confidentiality and assignment agreements substantially in the Company’s standard form provided to the Buyer prior to the date hereof with each of the individuals listed on Schedule 7.3(m) of the Disclosure Schedules.
Intellectual Property Assignment Agreements. Each of the Principal Shareholders has executed and delivered to the Company an Intellectual Property Assignment Agreements in substantially the forms attached hereto as Exhibit 3.31.
Intellectual Property Assignment Agreements. Bxxxx Xxxxxxxxx shall execute and deliver the Intellectual Property Assignment Agreement in the form attached hereto as Exhibit I.
Intellectual Property Assignment Agreements. Prior to the Closing, each employee identified in Section 3(t)(v) of the Disclosure Schedule shall execute a confidential information and inventions assignment agreement in a form reasonably acceptable to Buyer pursuant to which such employee assigns to the Company all Intellectual Property developed by such employee for or on behalf of the Company.
Intellectual Property Assignment Agreements. Prior to the Closing, the Shareholders shall cause each of Xxxxxx X. Xxxxx, Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx to execute and deliver an Intellectual Property assignment agreement, in the form attached hereto as Exhibit E, that assigns all right title and interest in and to the Xxxxx Brand Rights to the Company (the “Intellectual Property Assignment Agreements”).
Intellectual Property Assignment Agreements. The Company shall have delivered to Purchaser intellectual property and invention assignment agreements, in form and substance reasonably acceptable to Purchaser, duly executed by Xxxxx Churches, Xxx Xxxx and Xxxxxx Xxxxxxxx.
Intellectual Property Assignment Agreements. The Company shall request that each employee of the Company execute prior to the Closing an intellectual property assignment agreement in the form previously approved by the Parent (the "IP ASSIGNMENT AGREEMENT") and, in connection therewith, shall talk to and explain the significance of such agreement to each such employee. Without limitation of the foregoing, with respect to each employee of the Company who is involved in the creation or development of the Intellectual Property of the Company, as determined by the Parent (each, an "IP EMPLOYEE"), the Company shall take such other actions as the Parent may reasonably request to have each such IP Employee execute prior to the Closing an IP Assignment Agreement.
