ACKNOWLEDGMENT OF OWNERSHIP RIGHTS Sample Clauses

ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. (A) FALK acknowledges and agrees that ALTUS is the exclusive owner of alx xxght, title, and interest in and to the ALTUS Mark, and that all use of the ALTUS Mark by FALK will inure to xxx xxxxxsive benefit of ALTUS. FALX xxxxxxxxes tx xxke use of the ALTUS Mark only in such a way thax xxe rights of ALTUS in said mark xxxx xxx xe diminished in any way. FALK shall not use the ALTUS Xxxk as all or part of any corporate naxx, trade name, trademaxx, xxxxxxe mark, certification mark, collective membership mark, domain name, ox xxy other designatxxx confusingly similar to txx XLTUS Mark. Portions of this Exhibit were omitted and have been fixxx xxxxxxtely with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.
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ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. Roche acknowledges and agrees that OSI is the exclusive owner of all right, title, and interest in and to the Product Trademark and that all use of the Product Trademark by Roche will inure to the exclusive benefit of OSI. Roche undertakes to make use of the Product Trademark only in such a way that the rights of OSI in said mark xxxl not be diminished in any way. Roche shall not use the Product Trademark as all or part of any corporate name, trade name, trademark, service mark, xxrtification mark, xxllective membership mark, xxmain name, or any other designation confusingly similar to the Product Trademark. If any application for registration is or has been filed on behalf of Roche in any country and relates to any mark xxxch, in the reasonable opinion of OSI, is confusingly similar, deceptive, or misleading with respect to, or dilutes or in any other way damages the Product Trademark, Roche shall, at OSI's request, abandon all use of such mark xxx any registration or application for registration and shall reimburse OSI for all costs and expenses, including attorneys' fees, associated with any successful opposition or related proceeding instigated by OSI or its authorized representative in response to such filings. Use of Trademark Designations. Roche, at its option, will use the (TM) designation in conjunction with any use of the Product Trademark within the Territory until such time as the foreign registrations issue, unless required by local trademark law. Once the foreign registrations issue, Roche, at its option, will use the (R) designation with all uses of the Product Trademark and any other similar designation, unless required by local trademark law.
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ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. Licensee acknowledges that the Licensor's claim to the Property is valid and that Licensor and/or its licensors shall own all right, title and interest in the Property and any additional properties developed between these parties which are listed on Attachment "A" hereto or any subsequent addenda thereto. Licensee shall not directly or indirectly contest the validity of the Property either during the Term of this Agreement or after its termination or expiration. Licensee recognizes the great value of the publicity and goodwill associated with the Property and acknowledges that such goodwill exclusively belongs to Licensor and/or its franchisees, as the case may be. Licensee agrees to cooperate full and in good faith with Licensor for the purpose of securing and preserving Licensor's (or any grantor of Licensor's) rights in and to the Property. Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title, or interest in or to the Property. In the event Licensee acquires any rights to any of the Property (other than as expressly granted under this Agreement), Licensee agrees to assign, and hereby assigns, all such rights to Licensor, and Licensee agrees to execute any instruments requested by Licensor to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall be without additional consideration other than the mutual covenants and consideration set forth in this Agreement.
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ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. Biovail acknowledges and agrees that as between the Parties, GSK and/or its Affiliates, are, and will remain the owner of the Trademarks and Product Trade Dress. Biovail shall not at any time do, cause to be done, or permit any of its employees, agents, contractors and subcontractors to commit any act materially inconsistent with, or contesting or impairing such ownership. Biovail agrees that all use of the Trademarks and Product Trade Dress by Biovail shall inure to the benefit of and be on behalf of GSK and/or its Affiliates. Biovail acknowledges that nothing in this Agreement shall give Biovail any right, title or interest in the Trademarks and Product Trade Dress other than the right to use the Trademarks and Product Trade Dress within the Territory in accordance with this Agreement. Biovail agrees that it will not challenge GSK’s or its Affiliates’ title to, or ownership of, the Trademarks and Product Trade Dress, or attack or contest the validity of the Trademarks and Product Trade Dress. All goodwill accruing to the Trademarks and Product Trade Dress as a result of the use of the Trademarks and Product Trade Dress in the performance of this Agreement shall belong solely to GSK and/or its Affiliates. In the event that Biovail acquires any rights in the Trademarks and Product Trade Dress in connection with Biovail’s activities pursuant to this Agreement, Biovail shall assign, and hereby does assign, to GSK and/or its Affiliates all such rights, including any related goodwill.
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ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. Biovail hereby expressly acknowledges GSK’s ownership of, and rights in, the Licensed Xxxx and the Product Trade Dress. During the term of this Agreement, Biovail agrees that it will not (and will not assist or authorize any third party to) attack, dispute or contest the validity of GSK’s ownership of the Licensed Xxxx and the Product Trade Dress. Biovail further agrees that, in the event it acquires any rights in the Licensed Xxxx or the Product Trade Dress in the United States or elsewhere in the world (except as provided under Section 6 of this Agreement and other rights granted by this Agreement), at GSK’s request, Biovail shall assign all such rights to GSK, together with all goodwill associated with such rights.
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ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. Licensee acknowledges that Licensor owns all right, title and interest worldwide in and to Xxxxx Identification, Xxxxx'x endorsement and services rights, and that Licensor is Xxxxx'x related company as that term is defined in Section 45 of the Xxxxxx Trademark Act. Licensee further acknowledges and agrees that it will not at any time challenge or contest the validity of said rights or Licensor's ownership thereof or rights therein in the Contract Territory. Licensee agrees that it will not apply to register or register any Xxxxx Identification or the Xxxxx Collection Xxxx or any word, phrase, symbol or name confusingly similar thereto or suggestive thereof as a trademark or service xxxx, trade name, fictitious name or corporate title anywhere in the world and that, upon Licensor's request, Licensee shall execute any and all documents which Licensor reasonably believes to be necessary or desirable for registration or protection of such Xxxxx Identification for Licensed Products or otherwise. 2.4
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ACKNOWLEDGMENT OF OWNERSHIP RIGHTS. 5.1 ASI acknowledges that it obtains no ownership rights in the JSRC Materials under the terms of this Agreement. All rights in the JSRC Materials including but not limited to Confidential Information, trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property of ISI. All copies of the JSRC Materials delivered to ASI or made by ASI remain the property of ISI.
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Related to ACKNOWLEDGMENT OF OWNERSHIP RIGHTS

  • Acknowledgment of Rights The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

  • Acknowledgment of Proprietary Interest Employee acknowledges the proprietary interest of Employer and its Affiliates in all Confidential Information (as defined below). Employee agrees that all Confidential Information learned by Employee during his employment with Employer or otherwise, whether developed by Employee alone or in conjunction with others or otherwise, is and shall remain the exclusive property of Employer. Employee further acknowledges and agrees that his disclosure of any Confidential Information will result in irreparable injury and damage to Employer.

  • Acknowledgment of Seller Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor's assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under the MLPA. * * * * * *

  • Acknowledgment Regarding Investor’s Status The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Acknowledgment of Receipt The Guarantor acknowledges receipt of a copy of this Guaranty and each of the Loan Documents.

  • Acknowledgment of Dilution The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

  • Acknowledgment of Default Each Credit Party hereby acknowledges and agrees that the Designated Defaults have occurred and are continuing as of the date hereof, each of which constitutes an Event of Default, and, as a result of the Designated Defaults, as well as any other Defaults or Events of Default that may exist, the Control Agent and the other Lenders are entitled to exercise any and all default-related rights and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law, including without limitation, to accelerate the Obligations (and have done so as set forth in 2.5 of the Forbearance Agreement) or to exercise rights against Collateral and that no Credit Party has any valid defense to the enforcement of such default-related rights and remedies. Each Credit Party hereby acknowledges and agrees that the first to occur of the Designated Defaults occurred no later than January 1, 2015 and have continued to date.

  • Acknowledgment Regarding Restrictions Employee recognizes and agrees that the restraints contained in Section 6 (both separately and in total), including the geographic scope thereof in light of Company’s marketing efforts, are reasonable and enforceable in view of Company’s legitimate interests in protecting its Confidential Information and customer goodwill and the limited scope of the restrictions in Section 6.

  • Acknowledgment of Security Interests Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • ACKNOWLEDGMENT AND CONSENT Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Reimbursement Agreement and this Amendment and consents to the amendment of the Reimbursement Agreement effected pursuant to this Amendment. Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be im­paired or limited by the execution or effectiveness of this Amendment. Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor is not required by the terms of the Reimbursement Agreement or any other Credit Document to consent to the amendments to the Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Guarantor to any future amendments to the Reimbursement Agreement.

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