Assignment and Recordation Sample Clauses
Assignment and Recordation. At BII’s sole cost and expense, MABVAX will submit the appropriate assignment documents to the relevant Governmental Entity, by country, requesting that MABVAX’s entire right, title and interest in the [***] Patents is transferred and assigned solely to BII or a party designated by BII. MABVAX shall inform BII in writing of these above submissions, including, without limitation providing a copy of all communication sent to and received from the Governmental Entities, within two (2) weeks of their submission or receipt, and MABVAX shall on the Closing Date provide BII with a signed and notarized [***] Patent Assignment. MABVAX, at BII’s sole cost and expense, shall promptly execute and deliver further documents and take such further steps as may reasonably be required to vest in BII the [***] Patents. Upon BII’s reasonable request and at BII’s sole cost and expense, MABVAX shall execute and supply documents necessary for BII’s prosecution and maintenance of the [***] Patents that BII is unable to obtain without the assistance of MABVAX, including, but not limited to declarations, affidavits and inventor assignments, notarization and legalization of documents, if necessary consularization of a respective country, depose to or procure the deposing to or swearing of such documents and do any act or thing and provide any information which may be useful and necessary for the assignment of the [***] Patents to BII.
Assignment and Recordation. This Agreement is personal to Purchaser and Purchaser may not assign this Agreement (either voluntarily, by operation of law, or otherwise) without the prior written consent of Seller, such consent to be given or withheld in Seller's sole discretion. If Purchaser is not a natural person, any change in majority ownership of Purchaser after the execution of this Agreement and prior to the completion of closing shall be treated as if it were an assignment of this Agreement. Seller may assign its rights under this Agreement in Seller's sole discretion. Neither this Agreement nor any notice of this Agreement shall be recorded among the Land Records nor shall Purchaser file or cause to be filed a lis pendens or similar action against the Unit or any other portion of the Building or the Property. If Purchaser shall cause any such instruments to be recorded or claims filed, Seller may treat such action as a default by Purchaser under this Agreement and Purchaser shall be responsible for all costs, including reasonable attorneys’ fees, that may be incurred by Seller in order to clear title from such instruments or claims.
Assignment and Recordation. Except as provided herein, this Agreement may not be assigned or encumbered in any manner by Sierra Pacific or Owner and may be recorded by Sierra Pacific.
Assignment and Recordation. Prior to the Closing Date, Invensys and Sellers shall take all actions and execute all documents necessary to effect the assignments to a Company or Subsidiary of all Intellectual Property listed in Schedule 4.14(a). Invensys and Sellers shall take all actions and execute all documents necessary to effect the recordations of such assignments as promptly as possible with the appropriate agencies (including the United States Patent and Trademark office) and shall do so prior to the Closing, if practicable, but in any event within such a time in each instance as necessary to meet any applicable statutory deadlines. Invensys and Sellers shall be responsible for the payment of all payments, charges, fees, taxes and tariffs, if any, levied or payable in connection with such assignments and recordations, and for the costs of all legal services in connection therewith.
Assignment and Recordation. As soon as reasonably possible after the Effective Date (and in any event within five (5) business days of the Effective Date), Licensor and Licensee shall execute the Trademark Assignments attached hereto as Exhibit C. As between the Parties, Licensee shall, at its sole cost and expense, record such Trademark Assignment with the U.S. Patent & Trademark Office.
Assignment and Recordation. (a) The Buyer may not assign this Agreement without the prior written consent of the Seller, other than to an entity that controls, is controlled by, or is under common control with Buyer (or its affiliate) in which event Buyer shall not need Seller’s consent. However, Buyer shall provide Seller with a copy of an assignment and assumption agreement within five (5) days of such assignment and no assignment shall relieve the original Buyer from its obligations to Seller hereunder. In the event Buyer attempts to transfer or assign this Agreement except as specifically permitted herein, such event shall constitute Buyer’s default hereunder and Seller shall have the option to terminate this Agreement. Buyer shall not be permitted to record this Agreement or any memorandum hereof prior to Closing, but shall be permitted to file a notice of settlement as provided below. In the event such Agreement or any memorandum is recorded in violation hereof, such event shall constitute Buyer’s default hereunder for which Seller may terminate this Agreement and Buyer shall be liable to Seller for any costs and expenses, including Seller’s attorney’s fees, to quiet title or discharge such recorded agreement or a memorandum of this Agreement. Seller may assign this Agreement to a qualified exchange agent in order to effectuate a tax free exchange as provided for in Section 31 hereof.
(b) The foregoing does not prohibit the Buyer from filing with the Union County Clerk a Notice of Settlement prior to the Closing Date.
Assignment and Recordation