Confirmatory Assignments Sample Clauses

Confirmatory Assignments. The executed confirmatory assignments of Intellectual Property delivered pursuant to Section 1.2(b)(vii) from the Sellers and any of the Company’s current and former employees, consultants, advisors and independent contractors shall be in full force and effect and no action shall have been taken by any such individual to rescind any of such agreements.
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Confirmatory Assignments. Upon request, Strategic promptly win execute and deliver to Consumer Services LP all assignments and other instruments and documents necessary or appropriate to vest in or confirm to Consumer Services LP full, complete, good, and marketable title to the assets of Strategic and to carry out the intent of this Agreement.
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Confirmatory Assignments. Seller shall have entered into a Confirmatory Assignment Agreement in the form attached hereto as Exhibit K (the “Employee Confirmatory Assignment Agreement”) with each of Xxxxx Brake, Xxx Xxxxxxx, Xxx Xxxxxxxx, Xxxxxx Xxxxxx, J. Xxxxx Xxxxxx and Xxxxx Xxxxxx, and Seller shall have delivered copies of such duly executed Employee Confirmatory Assignment Agreements to Buyer. Seller shall have entered into a Confirmatory Assignment Agreement in the form attached hereto as Exhibit L (the “Confirmatory Assignment Agreement”) with plaNet Consulting, Inc., and Seller shall have delivered a copy of such duly executed Confirmatory Assignment Agreement to Buyer.
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Confirmatory Assignments. Within 30 days of the Closing, the Stockholders’ Representative will deliver to Parent confirmatory assignments in the form of Exhibit K executed by each of the inventors of the patent applications listed in such confirmatory
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Confirmatory Assignments. Each Party shall take all reasonable actions requested by the other Party responsible for Prosecuting any Development Program Patent Right that includes (i) any claim Covering any Joint Development Program Invention and/or (ii) a claim Covering any Development Program Invention owned solely by one Party along with a claim Covering any Development Program Invention owned solely by the other Party hereunder to perfect or separately document the other Party’s ownership interest rights in such Development Program Patent Right as provided for in this Agreement, including by causing its and its applicable Affiliates’ and Third Party subcontractors’ employees and agents to execute appropriate assignment documents, and the requesting Party shall not be required to pay any remuneration to the other Party or its Affiliates or Third Party subcontractors, or any of their employees, or agents, for the execution of any assignments or other papers pursuant to this Section. For clarity, each Party (directly or through its applicable Affiliate or Third Party subcontractor) shall be solely responsible for any compensation due to it and its Affiliates’ and Third Party subcontractors’ employees and agents in connection with the assignment of their respective rights to any Development Program Inventions and associated Development Program Patent Rights pursuant to this Agreement or the exploitation of any Party or its Affiliates or Third Party sublicensees hereunder of any such Development Program Inventions or associated Development Program Patent Rights, including any required by operation of Applicable Law on account of any Commercialization of any such Development Program Inventions by or on behalf of Xxxxxxx hereunder.
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Confirmatory Assignments. The Vendor shall deliver at or prior to the Closing all of the Confirmatory Assignments duly executed by the parties thereto, and the same shall be in full force and effect as of the Closing.
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Confirmatory Assignments. NeuroCo has submitted, or will submit concurrently with the execution of this Agreement, to the USPTO for purposes of recording such assignment, a short-form confirmatory assignment from SRM to NeuroCo of all of SRM’s right, title and interest in and to the Patents and the [***] patent family of Sister Patents in substantially the same form as Exhibit D attached hereto. Promptly following the Effective Date, NeuroCo will submit to the applicable foreign patent office, as appropriate for purposes of recording such assignment, a short-form confirmatory assignment from SRM to NeuroCo of all of SRM’s right, title and interest in and to the Patents and the [***] patent family of Sister Patents in substantially the same form as Exhibit D attached hereto. The execution and recordation of such confirmatory assignments shall be a condition precedent to the effectiveness of all other provisions in this Agreement.
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Confirmatory Assignments. The Company shall (and the Seller and each of the Key Stakeholders shall cause the Company to) use commercially reasonable efforts to obtain an executed confirmatory assignments of Intellectual Property Rights, in a form that is reasonably satisfactory to Parent, from each of the Company’s former independent contractors and consultants that have been involved in the creation or development of any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries, and that have not assigned all of their Intellectual Property Rights related thereto to the Company or such Subsidiary, as applicable, pursuant to an agreement in a form that is reasonably satisfactory to Parent.
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Confirmatory Assignments. The Parties agree to have executed and filed with the Japan Patent Office, United States Patent and Trademark Office, and any other relevant Governmental Authority the confirmatory assignment(s) attached hereto as Exhibit D as are reasonably requested by HoldCo, customarily filed, or required by any Legal Requirement to record any Transferred IP Asset that is a Registered IP Asset and is assigned to HoldCo or any Company Group Entity pursuant to this Agreement (“Assignment Documents”). Except as otherwise set forth in Section 1.8 and Section 1.10, any such procedures (such as registration) required for the assignment of the Transferred IP Assets from Seller and the Seller Group Entities to HoldCo shall be undertaken at HoldCo’s expense and responsibility on or after the Closing Date. Seller shall deliver to HoldCo the Assignment Documents for all (i) Freely Assigned Patents and Freely Assigned Copyrights and Know-How on the Closing Date, and (ii) Restricted Assigned Patents and Restricted Assigned Copyrights and Know-How promptly after Seller or any Seller Group Entity receives from each relevant Third-Party IP Owner each document necessary for the assignment of the Restricted Assigned Patents and Restricted Assigned Copyrights and Know-How.
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Related to Confirmatory Assignments

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Mandatory Assignment In the event Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request is approved by Agent but is not approved by one or more of the Banks (any such non-consenting Bank shall hereafter be referred to as the “Non-Consenting Bank”), then, within thirty (30) days after Borrower’s receipt of notice of such disapproval by such Non-Consenting Bank, Borrower shall have the right as to such Non-Consenting Bank, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Bank within thirty (30) days of receipt of such notice, to elect to cause the Non-Consenting Bank to transfer its entire Commitment. The Agent shall promptly notify the remaining Banks that each of such Banks shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Bank (or if any of such Banks does not elect to purchase its pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to find a new Bank or Banks to acquire such remaining Commitment. Upon any such purchase of the Commitment of the Non-Consenting Bank, the Non-Consenting Bank’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Bank shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Bank’s original Note. Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver. The purchase price to be paid by the acquiring Banks for the Non-Consenting Bank’s Commitment shall equal the principal owed to such Non-Consenting Bank, and the Borrower shall pay to such Non-Consenting Bank in addition thereto and as a condition to such sale any and all other amounts outstanding and owed by Borrower to the Non-Consenting Bank hereunder or under any of the other Loan Documents, including all accrued and unpaid interest or fees which would be owed to such Non-Consenting Bank hereunder or under any of the other Loan Documents if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Bank’s Commitment. No registration fee under §18.2 shall be required in connection with such assignment.

  • 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.

  • SUBSEQUENT ASSIGNMENTS After the Effective Date, the Assignee shall have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the rights which are assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not thereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

  • Further Action Evidencing Assignments (a) The Issuer and the Indenture Trustee each agrees that, from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes may reasonably request, in order to perfect, protect or more fully evidence the security interest in the Timeshare Loans or to enable the Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Issuer will, without the necessity of a request and upon the request of the Indenture Trustee, execute and file or record (or cause to be executed and filed or recorded) such Assignments of Mortgage, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to create and maintain in the Indenture Trustee a first priority perfected security interest, at all times, in the Trust Estate, including, without limitation, recording and filing UCC-1 financing statements, amendments or continuation statements prior to the effective date of any change of the name, identity or structure or relocation of its chief executive office or its jurisdiction of formation or any change that would or could affect the perfection pursuant to any financing statement or continuation statement or assignment previously filed or make any UCC-1 financing statement or continuation statement previously filed pursuant to this Indenture seriously misleading within the meaning of applicable provisions of the UCC (and the Issuer shall give the Indenture Trustee at least 30 Business Days prior notice of the expected occurrence of any such circumstance). The Issuer shall promptly deliver to the Indenture Trustee file-stamped copies of any such filings.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Intellectual Property Assignments Each Intellectual Property Assignment is effective to grant to Collateral Agent for the benefit of Lenders an enforceable first priority Security Interest in all the Intellectual Property described therein, subject only to Permitted Security Interests affecting such Intellectual Property.

  • Patent Assignment Evidence of recording in US Patent Office of ----------------- Patent Assignment from Xxxxxxx X. Xxxxxxx to Borrower regarding United States Letters Patent Number 5,834,150 entitled "Solvent Vapor Fixing Methods and Process Color Toners for Use in Same".

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

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