Assignment and Cooperation Sample Clauses

Assignment and Cooperation. Executive hereby assigns, transfers, and conveys to the Company, and hereby agrees to assign, transfer, and convey to the Company (after as well as during the Term), all of his right and title to and interest in all Developments. Executive shall, from time to time upon the request of the Company (after as well as during the Term), execute and deliver any and all instruments and documents and take any and all other actions that, in the judgment of the Company or its counsel, are or may be necessary or desirable to document any such assignment, transfer, and conveyance to the Company or to enable the Company to file and process applications for, and to acquire, maintain, and enforce, any and all patents, trademarks, registrations, or copyrights with respect to any of the Developments, or to obtain any extension, validation, reissue, continuance, or renewal of any such patent, trademark, registration, or copyright. The Company will be responsible for the preparation of any such instrument or document and for the implementation of any such proceedings and will, in accordance with the Company’s policies, practices, and procedures, reimburse Executive for all reasonable expenses incurred by him in complying with this Section 10.
Sample 1
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Assignment and Cooperation. The assignments necessary to accomplish the ownership provisions set forth in this Article 10 are hereby made, and each Party shall execute such further documentation as may be necessary or appropriate, and provide reasonable assistance and cooperation to implement the provisions of this Article 10. Accordingly, each Party (“Assignor”) hereby irrevocably assigns to the other Party (“Assignee”) an equal, undivided interest in and to all right, title, and interest in and to Collaboration IP. Assignor agrees to execute such documents, render such assistance, and take such other action as an Assignee may reasonably request, to apply for, register, perfect, confirm, and protect Assignee’s rights in all Collaboration IP. Each Party shall require, to the extent legally possible under relevant national or local laws, all of its employees, Affiliates and any Third Parties working pursuant to this Agreement on its behalf, to assign (or otherwise convey rights) to such Party its right, title and interests in any Patents and Know-How conceived, reduced to practice, created or otherwise made by such employee, Affiliate or Third Party, and to cooperate with such Party in connection with obtaining patent protection therefor.
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Assignment and Cooperation. I agree (i) to make and maintain adequate and current written records of all Developments, and to disclose all Developments promptly, fully and in writing to Genzyme immediately upon development of the same and at any time upon request, (ii) to assign to Genzyme all my right, title and interest in and to all Developments and to anything tangible which evidences, incorporates, constitutes, represents or records any such Developments, (iii) to cooperate and assist Genzyme in obtaining and maintaining any [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the commission. governmental protection it may seek for such Developments, and to execute all documents that may be required therefor, and (iv) if such Developments constitute works made for hire under the laws of the United States, to assign to Genzyme all copyrights, patents and other proprietary rights I may have in any such Developments, together with rights to file for and/or own wholly without restriction United States and foreign copyrights, patents, and trademarks with respect thereto.
Sample 1
Assignment and Cooperation. The assignments necessary to accomplish the ownership provisions set forth in Section 9.2 are hereby made, and each Party shall execute such further documentation as may be necessary or appropriate and provide reasonable assistance and cooperation to implement the provisions of Section 9.2. Without limiting the foregoing, each Party agrees to execute such documents, render such assistance, and take such other action as the other Party may reasonably request, to apply for, register, perfect, confirm, and protect the other Party’s rights in such Know-How and intellectual property rights (including Patents and Copyrights) therein to effect the intent of Section 9.2. Each Party shall require, to the extent legally possible under relevant national or local laws, all of its employees, Affiliates and subcontractors to assign (or otherwise convey rights) to such Party its right, title and interests in any Patents, Copyrights and Know-How discovered, conceived or reduced to practice by such employee, Affiliate or subcontractor in the performance of activities pursuant to the Research Plans, and to cooperate with such Party in connection with obtaining Patent or Copyright protection therefor.
Sample 1
Assignment and Cooperation. As a condition of eligibility for cash and medical 9 assistance under this chapter, each adult member, parent or caretaker relative of the 10 family/assistance unit must: 11 (1) Assign to the state any rights to support for children within the family from any 12 person which the family member has at the time the assignment is executed or may have while 13 receiving assistance under this chapter; 14 (2) Consent to and cooperate with the state in establishing the paternity and in 15 establishing and/or enforcing child support and medical support orders for all children in the 16 family or assistance unit in accordance with Title 15 of the general laws, as amended, unless the 17 parent or caretaker relative is found to have good cause for refusing to comply with the 18 requirements of this subsection. 19 (3) Absent good cause, as defined by the department of human services through the rule 20 making process, for refusing to comply with the requirements of (1) and (2) above, cash 21 assistance to the family shall be reduced by twenty-five percent (25%) until the adult member of 22 the family who has refused to comply with the requirements of this subsection consents to and 23 cooperates with the state in accordance with the requirements of this subsection.
Sample 1
Assignment and Cooperation. The Consultant acknowledges and agrees that all Inventions shall be the sole property of the Company. The Consultant hereby assigns and, if relevant, shall cause all of the Consultant’s employees, officers and directors to assign to the Company (or any other person or entity designated in writing by the Company) all of the Consultant’s and the Consultant’s representatives’ right, title and interest in and to the Inventions and any and all related patent rights, copyrights, trademarks and other industrial and intellectual property rights and applications and registrations therefor anywhere in the world. During and after the Consultant’s engagement with the Company, the Consultant and/or Consultant’s employees, officers and directors, as relevant, shall cooperate with the Company or its designee, at the Company’s request and expense, in obtaining proprietary protection for the Inventions, including executing all documents which the Company shall reasonably request in order to perfect the Company’s rights in the Inventions. The Consultant hereby appoints the Company as the Consultant’s attorney to execute and deliver any such documents on the Consultant’s behalf in the event the Consultant should fail or refuse to do so within a reasonable period following the Company’s request. ​
Sample 1
Assignment and Cooperation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to assign (or, if such Party is unable to cause such Person to assign despite such Party’s using Commercially Reasonable Efforts, then be under an obligation to assign; and if still unable to cause such Person to agree to such assignment obligation despite such Party’s using Commercially Reasonable Efforts to negotiate such assignment obligation, then provide a license thereunder) their rights in any Know-How resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental or not-for-profit institutions which have standard policies against such an assignment (in which case a suitable license, or if such Party is unable to obtain such license despite such Party’s using Commercially Reasonable Effort, then a right to obtain such a license, shall be obtained). (b) Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the discovery, development, making, conception, or reduction to practice of any and all inventions, discoveries, developments, improvements, modifications, enhancements and/or data conceived, developed or generated by or on behalf of such Party (whether solely or jointly) in the performance of its activities under the Research Plans. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.
Sample 1
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Assignment and Cooperation. Executive hereby assigns, transfers, and conveys to the Company, and hereby agrees to assign, transfer, and convey to the Company during or after the Term, all of his right and title to and interest in all Developments. Executive shall, from time to time upon the request of the Company during or after the Term, execute and deliver any and all instruments and documents and take any and all other actions that, in the reasonable judgment of the Company or its counsel, are or may be necessary or desirable to document any such assignment, transfer, and conveyance to the Company or to enable the Company to file and process applications for, and to acquire, maintain, and enforce, any and all patents, trademarks, registrations, or copyrights with respect to any of the Developments, or to obtain any extension, validation, re-issue, continuance, or renewal of any such patent, trademark, registration, or copyright. The Company will be responsible for the preparation of any such instrument or document and for the implementation of any such proceedings and will reimburse Executive for all reasonable expenses incurred by him in complying with this Section 10.
Sample 1
Assignment and Cooperation 
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Related to Assignment and Cooperation

  • ASSIGNMENT AND SUB-LETTING Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

  • Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors listed in the Consultant’s proposal, without prior written approval of the City.

  • ASSIGNMENT AND SUB-CONTRACTING The benefit and burden of this Contract may not be assigned or sub-contracted in whole or in part by the Contractor without the prior written consent of the Department. Such consent may be given subject to any conditions which the Department considers necessary. The Department may withdraw its consent to any sub-contractor where it no longer has reasonable grounds to approve of the sub-contractor or the sub-contracting arrangement and where these grounds have been presented in writing to the Contractor.

  • Assignment and Conveyance The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

  • Assignment and Subcontractors Provider shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the prior written consent of the DISTRICT, which may be withheld by the DISTRICT in its sole and absolute discretion for any reason. Nothing contained herein shall prevent Provider from employing independent associates, subcontractors, and sub consultants as Provider may deem appropriate to assist in the performance of services herein, subject to the prior written approval of the DISTRICT. Any attempted assignment, sublease, or transfer in violation of this Agreement shall be null and void, and of no force and affect. Any attempted assignment, sublet, or transfer in violation of this Agreement shall be grounds for the DISTRICT, in its sole discretion, to terminate the Agreement.

  • Assignment and Novation 34.1 The Supplier shall not assign, novate, or otherwise dispose of or create any trust in relation to any or all of its rights, obligations or liabilities under this Framework Agreement or any part of it without Approval. 34.2 The Authority may assign, novate or otherwise dispose of any or all of its rights, liabilities and obligations under this Framework Agreement or any part thereof to: 34.2.1 any Other Contracting Body; or 34.2.2 any Central Government Body or other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or 34.2.3 any private sector body which substantially performs the functions of the Authority, and the Supplier shall, at the Authority’s request, enter into a novation agreement in such form as the Authority shall reasonably specify in order to enable the Authority to exercise its rights pursuant to this Clause 34.2. 34.3 A change in the legal status of the Authority such that it ceases to be a Contracting Body shall not, subject to Clause 34.4 affect the validity of this Framework Agreement and this Framework Agreement shall be binding on any successor body to the Authority. 34.4 If the Authority assigns, novates or otherwise disposes of any of its rights, obligations or liabilities under this Framework Agreement to a body which is not a Contracting Body or if a body which is not a Contracting Body succeeds the Authority (both “Transferee” in the rest of this Clause) the right of termination of the Authority in Clause 30.4 (Termination on Insolvency) shall be available to the Supplier in the event of the insolvency of the Transferee (as if the references to Supplier in Clause 30.4 (Termination on Insolvency)) and to Supplier or Framework Guarantor or Call Off Guarantor in the definition of Insolvency Event were references to the Transferee.

  • Patent Assignment Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to the Patents and all inventions and discoveries described therein, including without limitation, all rights of Seller under the Assignment Agreements, and all rights of Seller to collect royalties under such Patents.

  • ASSIGNMENT AND SUBCONTRACT 16.1. If any Affiliate of either Party succeeds to that portion of the business of such Party that is responsible for, or entitled to, any rights, obligations, duties, or other interests under this Agreement, such Affiliate may succeed to those rights, obligations, duties, and interest of such Party under this Agreement. In the event of any such succession hereunder, the successor shall expressly undertake in writing to the other Party the performance and liability for those obligations and duties as to which it is succeeding a Party to this Agreement. Thereafter, the successor Party shall be deemed CLEC or Sprint and the original Party shall be relieved of such obligations and duties, except for matters arising out of events occurring prior to the date of such undertaking. 16.2. Except as provided in Section 16.1, any assignment of this Agreement or of the work to be performed, in whole or in part, or of any other interest of a Party hereunder, without the other Party’s written consent, which consent shall not be unreasonably withheld or delayed, shall be void.

  • DELEGATION, ASSIGNMENT AND SUBCONTRACTS CONTRACTOR may not delegate the obligations hereunder, either in whole or in part, without 29 prior written consent of COUNTY. CONTRACTOR shall provide written notification of 30 CONTRACTOR’s intent to delegate the obligations hereunder, either in whole or part, to 31 ADMINISTRATOR not less than sixty (60) calendar days prior to the effective date of the delegation. 32 Any attempted assignment or delegation in derogation of this paragraph shall be void.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

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