Prior Assignments Clause Samples

The "Prior Assignments" clause establishes that any intellectual property or rights created by a party before entering into the current agreement remain the property of that party. In practice, this clause requires each party to disclose any relevant inventions, works, or rights they developed prior to the agreement, ensuring these are not mistakenly considered part of the new collaboration. Its core function is to prevent disputes by clearly distinguishing pre-existing assets from those developed during the course of the agreement, thereby protecting each party’s prior interests.
Prior Assignments. The Parties separately represent and warrant that they have not directly or indirectly assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity and portion of any liability, claim, demand, action, cause of action, or right released and discharged by the Party in this Settlement.
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Prior Assignments. American and Dror represent that they have not assigned, in whole or in part, any claims, demands and/or causes of action against Oxford, Pitts Texas, Fabricati▇▇, ▇itts Nevada, Har, Har Pitt and/or Syracuse to any person or entity prior to their execution of this Mutual Release. Oxford, Pitts Texas, Fabricati▇▇, ▇itts Nevada, ▇▇▇, Har Pitt and Syracuse represent that they have not assigned, in whole or in part, any claim, demand and/or causes of action against American or Dror to any person or entity prior to their execution of this Mutual Release.
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Prior Assignments. No prior assignments nor any prior security ----------------- interest have been made, granted or arisen in any of its Accounts to anyone except as has been released by the parties holding such adverse interest or as to which Company and Factor (in its sole discretion) have entered into a valid intercreditor agreement or release in form acceptable to Factor prior to or contemporaneously with Factor's purchase of the Purchased Accounts.
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Prior Assignments. Shaffner and CyFax represent that they have not assigned, in whole or ▇▇ ▇▇▇▇, any claims, demands and/or causes of action relating to the CyNet Correspondence, Agreements or Stock Rights to any person or entity prior to their execution of this Mutual Release. CyNet and Davis represent that they have not assigned, in whole or in part, any ▇▇▇▇m, demand and/or causes of action relating to the CyNet Correspondence or Agreements of Shaffner and CyFax to any person or entity prior to its execution of ▇▇▇▇ ▇▇▇ual Release.
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Prior Assignments. The Parties acknowledge that the Initial Agreement was assigned from SESI to Merger Sub by effect of the merger between such two entities. SETI hereby acknowledges, represents and warrants that (a) the Initial Agreement was then assigned from Merger Sub to SETI and (b) that SETI has received and assumed the Initial Agreement and all rights, obligations and liabilities of SESI and Merger Sub under the Initial Agreement.
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Prior Assignments. Master Lessee has no knowledge of any prior assignment or pledge of the rent accruing under the Master Lease by Borrower (other than in connection with the Loan). Master Lessee hereby acknowledges the making of the Assignment from Borrower to Lender in connection with the Loan. Master Lessee acknowledges that the interest of the Borrower under the Master Lease and the collateral assignment of leases from Master Lessee to Borrower set forth in Section [ ] of the Master Lease, are to be assigned to Lender solely as security for the purposes specified in the Assignment, and Lender shall have no duty, liability or obligation whatsoever under the Master Lease or under any Leases or any extension or renewal thereof, either by virtue of the Assignment or by any subsequent receipt or collection of Rents thereunder, unless Lender shall specifically undertake such liability in writing.
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Prior Assignments. This Assignment, as to each Overriding Royalty Interest, is made expressly subject to the terms of the relevant Prior Assignment.
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Prior Assignments. American, Dror and Zeller represent that ▇▇▇▇ have not assigned, in whole or in part, any claims, demands and/or causes of action against Oxford, Pitts Texas, Fabrica▇▇▇▇, Pitts Nevada, Har, ▇▇▇ ▇itt and/or Syracuse to any person or entity prior to their execution of this Mutual Release. Oxford, Pitts Texas, Fabrica▇▇▇▇, Pitts Nevada, Har, Ha▇ Pitt and Syracuse represent that they have not assigned, in whole or in part, any claim, demand and/or causes of action against American, Dror, or Zeller to any person ▇▇ ▇▇tity prior to their execution of this Mutual Release.
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Prior Assignments. By their signature below, each of the ----------------- Purchasers who are also parties to that certain Series A Convertible Preferred Stock Purchase Agreement (the "Series A Agreement") between the Company and the purchasers named therein dated as of November 7, 1994, (each, a "Series A Purchase?') and that certain Series B Convertible Preferred Stock Purchase Agreement (the "Series B Agreement") between the Company and the purchasers named therein dated as of March 1, 1996, (each, a "Series B
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Related to Prior Assignments

  • No Prior Assignments The Parties separately represent and warrant that they have not directly or indirectly assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity and portion of any liability, claim, demand, action, cause of action, or right released and discharged by the Party in this Settlement.

  • Prior Assignments; Pledges Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

  • No Prior Assignment There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

  • Other Assignments Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

  • Further Assignments The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.