Assignment and License Back Sample Clauses

Assignment and License Back. Schwab hereby assigns to CS Corp. all service xxxx, trademark and trade name rights in and to the Name and Likeness as defined below as well as all good will associated therewith. CS Corp. hereby grants back to Schwab the perpetual, unrestricted, ongoing, exclusive, irrevocable license to use the Name and Likeness throughout the world for activities other than the Financial Services Business.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Assignment and License Back. 3.1.1 Subject to the terms and conditions of this Agreement, the Seller assigns and will procure its Affiliates to assign to the relevant member of the Purchaser’s Parent Group (the “Recipients”), effective as of the Closing Date, all of the Seller’s and — as applicable — the Affiliate’s rights, title and interest in and to the A-Patents. 3.1.2 Dover on behalf of the Purchaser’s Parent Group accepts, as of the Closing Date, the assignment of the A-Patents and hereby grants (and agrees to grant) and on behalf of the Recipients grants (and agrees to grant) to the Seller and its Affiliates, with effect from the transfer of the A-Patents to the Group, a non-exclusive, perpetual, non-transferable (except as set forth in Clause 16), irrevocable, world-wide, royalty-free, fully paid-up license, *******, under the A-Patents, to make, have made, use (in the broadest sense), sell and offer to sell, import and export, promote or commercialise in any other way products and services ********, which license is hereby accepted by the Seller.
Sample 1Sample 2Sample 3
Assignment and License Back. Upon initial payment by Criticare as provided in paragraph 1(a), TTI will execute and return to Criticare the Assignment attached hereto as Exhibit A, the entirety of which is incorporated herein, thereby assigning the Patent Rights and specified know-how and/or technical information to Criticare. Upon such assignment, Criticare shall enter into a mutually-acceptable agreement granting a limited, royalty-free license to TTI for the term of the Patent issued from the Patent Application to use the Patent Rights for ECG purposes only. Such license is attached as Exhibit B and incorporated by reference.
Sample 1
Assignment and License Back. 2.1.1 Subject to the provisions of this clause 2, NXP, on behalf of itself and its Affiliates, hereby irrevocably assigns, sells, conveys and transfers to DSPG Switzerland, effective as of the Effective Date, all right, title and interest throughout the world in and to: (i) the Business Patents and, (ii) the Business Inventions, including all benefits, privileges, causes of action and remedies relating thereto, including the exclusive rights to: (a) apply for and maintain all registrations, applications, renewals and/or extensions therefor, (b) bring actions (in law, in equity or otherwise) for all infringements or misappropriations thereof, except as set forth in clause 2.7, (c) settle and retain proceeds from any such actions, and (d) grant assignments, licenses or other interests therein to any Person. 2.1.2 The foregoing assignment is subject to any and all prior commitments (such as licenses and covenants not to assert) in regard to the Business Patents and Business Inventions that NXP and/or any of its Affiliates granted or made prior to the Closing Date. 2.1.3 DSPG Switzerland accepts, as of the Effective Date, the assignment of the Business Patents and Business Inventions and hereby grants, effective as of the Effective Date, NXP and its Affiliates, with effect from the transfer of the Business Patents and Business Inventions to DSPG Switzerland, a [*] license, [*], under the Business Patents and Business Inventions, to make, have made, use, sell, offer to sell, import, promote and commercialize in any other way any products and services, which license is as of the Effective Date accepted by NXP and its Affiliates.
Sample 1
Assignment and License Back. This Amended and Restated Confidential Assignment and License Back (hereinafter referred to as “Agreement”) is executed on March 14, 2018 and entered into to be effective as of December 27, 2016, between EdiZONE, LLC, a Delaware limited liability company having a place of business located at 000 X. 000 X., Xxxxxx, XX 00000 (hereinafter referred to as “EdiZONE”) and Purple Innovation, LLC, a Delaware limited liability company (f/k/a WonderGel, LLC) also having a place of business located at 000 X. 000 X., Xxxxxx, XX 00000 (hereinafter referred to as “Purple”). EdiZONE and Purple are affiliated companies having, as of December 27, 2016, common individuals as indirect members (hereinafter referred to as “Members”) also residing in Alpine, Utah. EdiZONE and Purple may hereafter be referred to herein as a Party or the Parties.
Sample 1
Assignment and License Back 
Sample 1

Related to Assignment and License Back

  • Assignment and Sublicensing Lessee shall not assign any interest in this License Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility to any party other than Lessee.

  • 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 Subleasing During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

  • 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.

  • 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 Enurement This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior consent of the other Parties hereto.

  • 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 Charges a) The Developer shall not assign in favour of any person this Agreement or the rights, benefits and obligations hereunder save and except with prior consent of the Authority. b) The Developer shall also not create nor permit to subsist any Encumbrance over the Project except with prior consent in writing of the Authority, which consent the Authority shall be entitled to decline without assigning any reason whatsoever. c) Restraint set forth in Clause 14.1 (a) and (b) shall not apply to: (i) Liens/encumbrances arising by operation of law (or by an agreement evidencing the same) in the ordinary course of business of the Developer; (ii) Pledges/hypothecation of goods/moveable assets, revenue and receivables as security for indebtedness, in favour of the Lenders and working capital providers for the Project; (iii) Assignment of Developers rights and benefits under this Agreement to or in favour of the Lenders as security for financial assistance provided by them.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!