AG and AG Sample Clauses

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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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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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.

  • Attorneys and Agents The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

  • 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 Delaware as required by the Act. The principal office of the Company shall be at 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000, or such location as the Members may determine. The registered agent shall be as stated in the Certificate or as otherwise determined by the Members.

  • 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 address of its registered office in the State of Delaware is Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000. The name of its registered agent at such address is The Corporation Trust Company.

  • 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:

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

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