Assignment and Further Assurances. Licensee agrees to assign and does hereby expressly assign, and agrees to ensure that Licensee’s employees, agents and subcontractors assign, to PalmSource all right, title and interest worldwide in and to the Licensee Modifications, regardless of the medium, with regard to the copyright, patent, trade secret, mask work and other intellectual property rights associated therewith (including, without limitation, all adaptation, marketing, modification, patrimonial, representation, reproduction and translation rights), except for the moral right but only to the extent that it is inalienable as per Sections L.121-1 and L.121-7 of the French Intellectual Property Code (“Code de la Propriete Intellectuelle”), if such French law is applicable. In this regard, Licensee will ensure that Licensee’s employees, agents and subcontractors appropriately waive any and all claims and assign to PalmSource any and all interest, right and title in and to the Licensee Modifications, worldwide, including, without limitation, the copyright, patent and trade secret rights associated therewith (except for the limited inalienable moral right under French law as described above if such French law is applicable). During and after the term of this Agreement, Licensee will assist PalmSource in every reasonable way, at PalmSource’s expense, to defend, maintain, perfect, register and secure for PalmSource’s benefit all copyrights, patent rights, mask work rights, trade secret rights, and other proprietary rights in and to the Licensee Modifications.
Assignment and Further Assurances. To the extent that a Party retains rights in any data, materials, intellectual property or other items in contravention of the allocation of ownership set forth in this Section 5, such Party (the “Assigning Party”) agrees to and hereby grants, assigns and conveys to the other Party (the “Owning Party”) the Assigning Party’s right, title and interest, if any, in such items and in all patents, copyrights, moral rights and other intellectual property rights associated therewith. Each Party agrees to cooperate fully with the other for the purpose of securing, reserving and protecting a Party’s ownership as set forth in this Section 5, including executing any documents requested by an Owning Party. Each Party hereby acknowledges that nothing in this Agreement, including the allocation of ownership in this Section 5 shall affect any rights to use data that a Party has lawfully obtained from the owner of such data independent of this Agreement.
Assignment and Further Assurances. Notwithstanding any other provision of this Agreement, in the event that Licensee is held to, or becomes the owner of any Intellectual Property that is intended to be owned by Licensor or P&G Sub pursuant to the terms of this Agreement or the P&G License Agreement, Licensee hereby assigns permanently the entirety of such rights to Licensor or P&G Sub, as the case may be, and shall, during the term of this Agreement and after any expiration or termination hereof, execute such documents as Licensor and P&G Sub reasonably may request from time to time to ensure that all such Intellectual Property rights reside in the proper party.
Assignment and Further Assurances. LiveWorld shall retain all right, title and interest in and to any intellectual property rights in the LiveWorld Materials, but to the extent that Representative gains any ownership interest in LiveWorld Materials, Representative agrees to assign (or cause to be assigned) and hereby assigns fully to LiveWorld such interest and any copyrights, patents or other intellectual property rights relating to all LiveWorld Materials. Representative agrees to assist LiveWorld, or its designee, at LiveWorld’s expense, in every proper way to secure LiveWorld’s rights in LiveWorld Materials and any copyrights, patents or other intellectual property rights relating to all LiveWorld Materials in any and all countries, including the disclosure to LiveWorld of all pertinent information and data with respect to all LiveWorld Materials, the execution of all applications, specifications, oaths, assignments and all other instruments that LiveWorld may deem necessary in order to apply for and obtain such rights and in order to assign and convey to LiveWorld, its successors, assigns and nominees the sole and exclusive right, title and interest in and to all LiveWorld Materials, and any copyrights, patents or other intellectual property rights relating to all LiveWorld Materials.
Assignment and Further Assurances. Each party agrees to cooperate with the other party and take all reasonable actions required to vest and secure in such party all ownership rights, including all Intellectual Property Rights, as specified in this Section 3.
Assignment and Further Assurances. Buyer and Seller agree and acknowledge that certain agreements, rights and interests comprising the Acquired Assets, including under or pursuant to the Development Documents and Land Contracts, may mature or formalize after the Project Transfer Date. Accordingly, Seller shall execute such additional assignments and other documents as are reasonably requested by Buyer to assign, convey, transfer and confirm to Buyer any right, title and interest in or to any of the Acquired Assets from and after the Project Transfer Date are transferred to the applicable SPE. Additionally, Seller shall use commercially reasonable efforts to take all action, deliver all documents and to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
Assignment and Further Assurances. ADLT hereby assigns to FIBERSTARS all worldwide right, title and interest that ADLT may have or acquire in the Custom Deliverables and the Developed IP, subject to ADLT’s and/or its licensors’ ownership of the Background IP set forth in Section 5.4 below. Subject to the terms and conditions of this ADLT Development Agreement, ADLT shall use commercially reasonable efforts to take such actions as FIBERSTARS may reasonably request required to vest FIBERSTARS with ownership rights in the Custom Deliverables and the Developed IP, including without limitation ensuring that any Subcontractors employed by ADLT in connection with this Agreement, take such actions as may be required to vest FIBERSTARS with such ownership. FIBERSTARS will pay all reasonable costs associated therewith.
Assignment and Further Assurances. To the extent that either of us obtains or retains rights in any Confidential Information, materials or intellectual property contrary to the allocation of ownership set forth in this Agreement, such party agrees to and hereby assigns and conveys to the other party the assigning party’s right, title and interest, if any, in such items. The parties will cooperate with each other to execute any documents necessary to achieve the intent of this Section.
Assignment and Further Assurances. Buyer and Seller agree and acknowledge that certain agreements, rights and interests comprising the Acquired Assets, including under or pursuant to the Development Documents and Land Contracts, may mature or formalize after the Closing Date. Accordingly, prior to payment of the Purchase Price with respect to any Project, Seller shall deliver to Buyer original executed copies of such additional assignments and other documents as are reasonably requested by Buyer to assign, convey, transfer and confirm to Buyer any right, title and interest in or to any of the Acquired Assets. Additionally, Seller shall use commercially reasonable efforts to take all action, deliver all documents and to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
Assignment and Further Assurances. To the extent that all real property interests, contractual rights and other Assets used in the Sellers' Business are not effectually transferred at Closing to the Buyer, the Sellers will take all reasonably necessary action to effectuate such assignments. In the event the Sellers are unable to obtain any consent to assignment or otherwise are not reasonably able to effectuate such assignments (including, but not limited to, the assignment of those contracts listed on Schedule 5.1.15), the Sellers shall take reasonable action necessary to give the Buyer the substantial benefit of such property interests, contractual rights, or other Assets. 10.4
