AG and AG Sample Clauses

AG and AG. CXX xxxh recognize the validity of the Intellectual Property licensed by the other hereunder and of any registrations therefor, and each acknowledges the other as the owner of all rights, title and interest in and to the licensed Intellectual Property of the other listed on any Schedule or Exhibit to this Agreement or Formation Agreement. Neither AG nor AG.CXX xxxl contest, nor assist any third party in contesting, the other's ownership of such licensed Intellectual Property or any registrations of the other for such licensed Intellectual Property, and will not contest the validity thereof. Except for the licensed AG Intellectual Property, AG.CXX xxxees not to use at any time any other trademarks, names, designs, trade dress or other intellectual property confusingly similar to the licensed AG Trademarks. These obligations shall survive the expiration or earlier termination of this Agreement for any reason. AG agrees that AG.CXX xxx, with prior written approval of AG, (such approval not to unreasonably withheld or delayed) file applications to register a trademark that is confusingly similar to one or more of the licensed AG Trademarks. If any application for registration is filed in any country by AG.CXX xx contravention of this paragraph, AG shall have the right to take appropriate action against AG.CXX, xxcluding seeking injunctive relief.
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AG and AG. CXX xxxh represents and warrants to the other as follows:
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AG and AG. CXX xxxh agrees to grant to the other liberal access to its own library of Art and Verse and to deliver, subject to availability, physical and/or electronic manifestations of particular items thereof (whether licensed or transferred) promptly upon request, such delivery to be in mutually agreed upon, then existing formats and at no charge other than actual and reasonable out-of-pocket expenses, if any, for reproduction. To the extent feasible, physical and/or electronic manifestations of all other (i.e. other than Art or Verse) licensed or transferred Intellectual Property in existence at the Closing under the Formation Agreement will be delivered as promptly as practicable. The Parties agree to adopt reasonable practices and procedures for the physical delivery of the manifestations of the Intellectual Property licensed hereunder and coming into existence after the Closing.
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AG and AG. CXX xxxh agrees, at its own expense to prosecute and maintain the intellectual property rights licensed to the other and, in any event will not abandon rights therein, except with prior notice to the licensee and an opportunity for the licensee to take over prosecution and maintenance. Neither party shall transfer to a non-affiliate ownership of the intellectual property rights licensed to the other without notice to the licensee and only pursuant to an agreement expressly made subject to the rights of the licensee.
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AG and AG cxx xxxee to use reasonable efforts before and after the Closing Date hereof, to attempt to modify each Joint Contract (including, if necessary or appropriate, the cancellation of a Joint Contract and the creation of a new contract or contracts) so that (i) AG.cxx xxx AG.cxx'x Xubsidiaries retain or are granted such rights thereunder as may be necessary for AG.cxx xxx AG.cxx'x Xubsidiaries to operate the AG.cxx Xxxiness, and (ii) AG and the AG Group retain or are granted such rights thereunder as may be necessary for the AG Group to operate its business subsequent to the Closing Date. The parties agree to negotiate in good faith any necessary or appropriate modifications of such Joint Contracts, but AG.cxx xxx its Subsidiaries, subject to the provision of Section 5.04, shall be responsible for the fees or other payments that may be payable by each party to any Person other than a member of the AG Group as a result of any such modifications and the release (or partial release) of a party under any continuing Joint Contract retained by the other party. On the later of the Closing Date or the effective date of a
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AG and AG cxx xxxll consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the Initial Public Offering;
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Related to AG and AG

  • Officers and Agents The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.

  • Other Officers and Agents The Board may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

  • Brokers and Agents Except as disclosed on Schedule 18.5, each party represents and warrants that it employed no broker or agent in connection with this transaction and agrees to indemnify the other parties hereto against all loss, cost, damages or expense arising out of claims for fees or commission of brokers employed or alleged to have been employed by such indemnifying party.

  • Office and Agent The Company shall continuously maintain an office and registered agent in the State of California as required by the Act. The principal office of the Company shall be as the Management Committee may determine. The Company also may have such offices, anywhere within and without the State of California, as the Management Committee from time to time may determine, or the business of the Company may require. The registered agent shall be as stated in the Articles or as otherwise determined by the Management Committee.

  • DOMICILIA CITANDI ET EXECUTANDI 28.1 The Parties choose the following postal, fax number and email address indicated herein above for any written notice with regards to the Agreement: 28.2 Notice or communication will be deemed to have been duly given:

  • Subcontractors and Agents Business Associate hereby agrees that any time PHI is provided or made available to any subcontractors or agents, Business Associate shall provide only the minimum necessary PHI for the purpose of the covered transaction and shall first enter into a subcontract or contract with the subcontractor or agent that contains the same terms, conditions and restrictions on the use and disclosure of PHI as contained in this Agreement.

  • Financial, Accounting, and Administrative Services The Manager shall maintain the existence and records of the Corporation; maintain the registrations and qualifications of Fund Shares under federal and state law; monitor the financial, accounting, and administrative functions of the Fund; maintain liaison with the various agents employed by the Corporation (including the Corporation’s transfer agent, custodian, independent accountants and legal counsel) and assist in the coordination of their activities on behalf of the Fund.

  • Registered Office and Agent The registered office and registered agent of the Company shall be the registered office and registered agent named in the Certificate of Formation. The Company may change the registered office and registered agent as the Sole Member may from time to time deem necessary or advisable.

  • Reliance on Attorneys and Agents The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct, provided that reasonable care was exercised in the selection and continued employment thereof.

  • Experts, Advisers and Agents The Trustee may: (a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation.

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