Release and Assignment Sample Clauses

Release and Assignment. The Lender hereby terminates and releases its security interest in and lien on all of the Company's Named Patents and the Lender hereby assigns and transfers to the Company, without recourse, all of the Lender's right, title and interest in and to each of the Named Patents effective as of the date set forth above.
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Release and Assignment. The Lender hereby terminates and releases its security interest in and first priority lien on all of the Company's Named Trademarks, and the Lender hereby assigns and transfers to the Company, without recourse, all of the Lender's right, title and interest in and to each of the Named Trademarks and the related trademark registrations and goodwill, effective as of the date set forth above.
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Release and Assignment. Mxxx hereby terminates and releases its security interest in and lien on all of LD’s (i) Patents, Patent Applications, and Patent Licenses and (ii) Trademarks, Trademark Applications and Trademark Licenses, and Mxxx hereby assigns and transfers to LD, without recourse, all of the Mxxx’x right, title and interest in and to each of LD’ s (i) Patents, Patent Applications, and Patent Licenses, and (ii) Trademarks, Trademark Applications and Trademark Licenses, as of the date set forth above.
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Release and Assignment. Concurrently with the creation of the Security Interest under Amendment No. 1, and with the Collateral as substitute collateral, DTR hereby releases any security interest in the MBI Patents and MBI Technology and will deliver promptly to Armed UCC-3 Statements of Termination and other documents prepared by Armed in recordable form for terminating of record any other agreements or documents evidencing or perfecting the above security interest in the MBI Patents and MBI Technology (whether recorded in the Office of the Secretary of State of Minnesota or New Jersey, the U.S. Patent and Trademark Office or in any other governmental office). DTR hereby consents to the Artann/Armed Assignment. DTR represents and warrants to Armed that DTR (a) has not granted any security interest or lien in the MBI Technology to any third party and (b) no officer of DTR has actual knowledge, without inquiry, of any claim or right of any third party in or to the MBI Technology, except as disclosed in the Agreement or Amendment No. 1. Except as provided in the preceding sentence, DTR makes no representation of warranty to Armed, its Members or their Affiliates regarding the MBI Patents or other MBI Technology.
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Release and Assignment. Kim hereby assigns all his xxghts in any knowledge related to the Business to DynaSig. Kim hereby releases any otxxx claims he may have related to the Business except as specified in this agreement or future agreements. Kim acknowledges that all xxxk he did was "work for hire" and that he has no claim on any of the technology developed. Kim will execute any furthxx formal documents related to this release and assignment and assist DynaSig in filing a patent or patents for his prior work and assign such patents, royalty free, to DynaSig.
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Release and Assignment. E-City releases Cityscape from any further financial obligation contained in the License and forever waives and discharges any rights to collect further payment from Cityscape under the License Agreement. Cityscape shall retain its non-exclusive license to the Butterfly Software Technology as contained in the License Agreement. E-City hereby assigns all right, title and interest to any software license agreement or other arrangement with the Town of Oakville, Ontario and with the City of Markham, Ontario ("Customers") to Cityscape. Cityscape agrees to indemnify and hold harmless E-City from any claims of any kind or character made by Customers against E-City.
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Release and Assignment. Upon the transfer or assignment by Customer of the Agreement or any rights thereunder under Article 18 of the Agreement or the termination of the Agreement or any rights thereunder, Guarantor’s obligations under this Guaranty shall be released and discharged with respect to the Agreement or rights thereunder, provided that, with respect to any transfer or assignment, CPA shall have consented to such transfer or assignment, which consent shall not be unreasonably withheld or delayed. CPA hereby agrees to enter into an agreement to evidence, or otherwise provide adequate assurance of, any such release or discharge. Subject to the foregoing sentences, Guarantor may not assign this Guaranty or its obligations thereunder without prior written consent of CPA, which consent shall not be unreasonably withheld or delayed.
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Release and Assignment 
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Related to Release and Assignment

  • Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • Subletting and Assignment Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Void Assignment Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.

  • Disclosure and Assignment As of the Effective Date, Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while he is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while he is employed by the Company that relates to the Company’s business (collectively, “Creations”). Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation. Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a “work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

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