Program Assets. Unless MCC agrees otherwise, the Government will ensure that any Program Assets or services funded in whole or in part (directly or indirectly) by the Grant are used solely in furtherance of this Agreement and the Program.
Program Assets. The Company shall be the sole and exclusive owner of all Program Assets, including, without limitation, all Accounts and Account Documentation and, except as expressly set forth in this Agreement, shall have all rights, powers, and privileges with respect thereto as such owner. All purchases of Goods and/or Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Company. The Servicer acknowledges and agrees that (i) it has no right, title or interest in or to any of the Accounts, Account Documentation, other Program Assets, or any proceeds of any of the foregoing, and (ii) the Company extends credit directly to Cardholders.
Program Assets. With respect to the Licensed Compounds and Licensed Products that are the subject of this Agreement, Forma Parent and Forma Inc. each hereby covenants, for the benefit of Celgene, that during the Term, none of Forma Parent, Forma Inc., each of their respective subsidiaries nor any of the Affiliates of any of the foregoing, will (a) assign, transfer, convey or otherwise encumber or dispose of, or enter into any agreement with any Person to assign, transfer, convey or otherwise encumber or dispose of, any assets related to such Licensed Compounds and/or Licensed Products, and any materials, pre-clinical or Clinical Trial results or other data, or any intellectual property, related to any of the foregoing) (with respect to such Licensed Compounds and Licensed Products, the “Program Assets”), (b) license or grant to any Person, or agree to license or grant to any Person, any rights to any Program Assets if such license or grant would impair or conflict in any way with any of the rights granted to Celgene under this Agreement or any other executed license agreement, or (c) disclose any Confidential Information relating to the Program Assets to any Person if such disclosure would impair or conflict in any way with any of the rights granted to Celgene under this Agreement or any other executed license agreement.
Program Assets. All assets, including vehicles, office equipment, furniture and computers, acquired through the Program using Grant Funds shall remain the property of the END Fund until the Implementing Organization receives written approval from the END Fund to retain, transfer or dispose of such items. Request for approval to retain, transfer or dispose of such items must be sent to the END Fund ninety (90) days prior to the expiration of the Implementation period set forth in Block 7. The Implementing Organization shall be solely liable for the loss of, theft of, or damage to, any and all items purchased by the Implementing Party or a Sub-Grantee with Grant Funds. Immediately upon such loss, theft or damage, the Implementing Organization shall replace such items at its own expense. In accordance with Article 7 of ANNEX A to this Partnership Agreement, the Implementing Organization shall ensure that all goods, services and activities financed with Grant Funds, including those procured and implemented by Sub-Grantees, are used solely for the Program’s purposes.
Program Assets. Seller hereby sells, assigns, transfers, conveys, grants and delivers to Buyer any and all of Seller’s right, title and interest in the Program Assets.
Program Assets. All Program assets (property, equipment, etc.), if any, shall revert to HTFC upon termination of this Agreement in accordance with applicable Federal, laws, regulations, HUD Notices, policies, and guidelines.
Program Assets. (a) On the Closing Date, BPN shall own the computer hardware and own or have the right to use all computer software (the "Program Software"), proprietary designs, trademarks, trademark applications, trade names, trade secrets, service marks, brand marks, brand names, and copyrights utilized by BPN in connection with its operation of the Program, all of which shall hereinafter be referred to as the "Program Assets." The rights to the Program Assets as a whole for use in connection with insurance premium finance applications will be exclusive to BPN except as otherwise provided herein.
Program Assets. The Acquired Assets constitute all of the material properties, assets, and rights constituting the work product and deliverables of Seller in connection with the Prime Contract that are necessary for pursuit of the Production Contract.
Program Assets. All Intellectual Property Controlled by Contributor (i) resulting from or generated under the 4 Program as conducted by or for Contributor as of or prior to the Closing Date (including all CTLA-4 Variants), or (ii) primarily used (or primarily have been used) in, or primarily useful for, the 4 Program or both the 4 Program and the Other Programs in each case as conducted (or anticipated to be conducted) by or for Contributor as of or prior to the Closing Date, in each case excluding all Licensed Intellectual Property, but including, without limitation, the Intellectual Property listed on Schedule 2.1(a) attached hereto and all Intellectual Property owned by Contributor and licensed to Astellas under the Astellas Agreement (“4 Program Intellectual Property”);
Program Assets. The Company shall be the sole and exclusive owner of all Program Assets, including, without limitation, all Accounts and Account Documentation and, except as expressly set forth in this Agreement, shall have all rights, powers, and privileges with respect thereto as such owner. All purchases of Goods and/or Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Company. The Servicer acknowledges and agrees that (i) it has no right, title or interest in or to any of the Accounts, Account Documentation, other Program Assets, or any proceeds of any of the foregoing, and (ii) the Company extends credit directly to Cardholders. 4.02. Communications with Cardholders. (a) Company Inserts. The Company and its Affiliates shall have the exclusive right to communicate with Cardholders, except for the Servicer’s servicing messages or any message required by Applicable Law, through use of inserts, onserts, and fillers (which shall be included on all billing envelopes) (collectively, “Inserts”), including Inserts selectively targeted for particular segments of Cardholders, in any and all Billing Statements (including electronic Billing Statements) and envelopes, subject to production requirements contained in the Operating Procedures, the Servicer Systems limitations, and Applicable Law; provided that, in no event shall the Company request a physical insert for any customer that is billed electronically. (****). The Servicer shall provide the Company with as much advance notice as is reasonably practicable regarding its intent to use Inserts for any of such messages. If the insertion of Inserts in particular Billing Statements would increase the postage costs for such Billing Statements, the Company agrees to either pay for the incremental postage cost (over the cost that would apply without such Inserts) or prioritize the use of Inserts to avoid postage cost over-runs. The Company shall provide the Servicer with as much advance notice as reasonably practicable regarding the inclusion of a particular Insert in particular Billing Statements. The Company shall deliver Insert materials to the Servicer no later than the fifteenth (15th) day of the month prior to the month in which the Inserts would be included in a mailing. The Company shall retain all revenues it receives from all Inserts. For the avoidance of doubt, other than with respect to Inserts required by ...
