Assignment and Recordation Sample Clauses

Assignment and Recordation. At BII’s sole cost and expense, MABVAX will submit the appropriate assignment documents to the relevant Governmental Entity, by country, requesting that MABVAX’s entire right, title and interest in the [***] Patents is transferred and assigned solely to BII or a party designated by BII. MABVAX shall inform BII in writing of these above submissions, including, without limitation providing a copy of all communication sent to and received from the Governmental Entities, within two (2) weeks of their submission or receipt, and MABVAX shall on the Closing Date provide BII with a signed and notarized [***] Patent Assignment. MABVAX, at BII’s sole cost and expense, shall promptly execute and deliver further documents and take such further steps as may reasonably be required to vest in BII the [***] Patents. Upon BII’s reasonable request and at BII’s sole cost and expense, MABVAX shall execute and supply documents necessary for BII’s prosecution and maintenance of the [***] Patents that BII is unable to obtain without the assistance of MABVAX, including, but not limited to declarations, affidavits and inventor assignments, notarization and legalization of documents, if necessary consularization of a respective country, depose to or procure the deposing to or swearing of such documents and do any act or thing and provide any information which may be useful and necessary for the assignment of the [***] Patents to BII.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Assignment and Recordation. This Agreement is personal to Purchaser and Purchaser may not assign this Agreement (either voluntarily, by operation of law, or otherwise) without the prior written consent of Seller, such consent to be given or withheld in Seller's sole discretion. If Purchaser is not a natural person, any change in majority ownership of Purchaser after the execution of this Agreement and prior to the completion of closing shall be treated as if it were an assignment of this Agreement. Seller may assign its rights under this Agreement in Seller's sole discretion. Neither this Agreement nor any notice of this Agreement shall be recorded among the Land Records nor shall Purchaser file or cause to be filed a lis pendens or similar action against the Unit or any other portion of the Building or the Property. If Purchaser shall cause any such instruments to be recorded or claims filed, Seller may treat such action as a default by Purchaser under this Agreement and Purchaser shall be responsible for all costs, including reasonable attorneys’ fees, that may be incurred by Seller in order to clear title from such instruments or claims.
Sample 1
Assignment and Recordation. Prior to the Closing Date, Invensys and Sellers shall take all actions and execute all documents necessary to effect the assignments to a Company or Subsidiary of all Intellectual Property listed in Schedule 4.14(a). Invensys and Sellers shall take all actions and execute all documents necessary to effect the recordations of such assignments as promptly as possible with the appropriate agencies (including the United States Patent and Trademark office) and shall do so prior to the Closing, if practicable, but in any event within such a time in each instance as necessary to meet any applicable statutory deadlines. Invensys and Sellers shall be responsible for the payment of all payments, charges, fees, taxes and tariffs, if any, levied or payable in connection with such assignments and recordations, and for the costs of all legal services in connection therewith.
Sample 1
Assignment and Recordation. Except as provided herein, this Agreement may not be assigned or encumbered in any manner by Sierra Pacific or Owner and may be recorded by Sierra Pacific.
Sample 1
Assignment and Recordation. (a) The Buyer may not assign this Agreement without the prior written consent of the Seller, other than to an entity that controls, is controlled by, or is under common control with Buyer (or its affiliate) in which event Buyer shall not need Seller’s consent. However, Buyer shall provide Seller with a copy of an assignment and assumption agreement within five (5) days of such assignment and no assignment shall relieve the original Buyer from its obligations to Seller hereunder. In the event Buyer attempts to transfer or assign this Agreement except as specifically permitted herein, such event shall constitute Buyer’s default hereunder and Seller shall have the option to terminate this Agreement. Buyer shall not be permitted to record this Agreement or any memorandum hereof prior to Closing, but shall be permitted to file a notice of settlement as provided below. In the event such Agreement or any memorandum is recorded in violation hereof, such event shall constitute Buyer’s default hereunder for which Seller may terminate this Agreement and Buyer shall be liable to Seller for any costs and expenses, including Seller’s attorney’s fees, to quiet title or discharge such recorded agreement or a memorandum of this Agreement. Seller may assign this Agreement to a qualified exchange agent in order to effectuate a tax free exchange as provided for in Section 31 hereof. (b) The foregoing does not prohibit the Buyer from filing with the Union County Clerk a Notice of Settlement prior to the Closing Date.
Sample 1
Assignment and Recordation. As soon as reasonably possible after the Effective Date (and in any event within five (5) business days of the Effective Date), Licensor and Licensee shall execute the Trademark Assignments attached hereto as Exhibit C. As between the Parties, Licensee shall, at its sole cost and expense, record such Trademark Assignment with the U.S. Patent & Trademark Office.
Sample 1
Assignment and Recordation 
Sample 1
AutoNDA by SimpleDocs

Related to Assignment and Recordation

  • 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 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

  • Recordation of Lease Tenant shall not record or file this Lease (or any memorandum hereof) in the public records of any county or state.

  • Recordation of Assignments If any Custodial File includes one or more assignments to the Trustee of Mortgage Notes and related Mortgages that have not been recorded, each such assignment shall be delivered by the Custodian to the Seller for the purpose of recording it in the appropriate public office for real property records, and the Seller, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian.

  • Recordation Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security 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.

  • 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 Enurement Neither this Agreement nor any right or obligation under this Agreement may be assigned by any Party, other than provided for herein, without the prior written consent of the other Parties. This Agreement enures to the benefit of and is binding upon the Parties and their respective heirs, executors, administrators, estate trustees, trustees, personal or legal representatives, successors and permitted assigns.

  • Completion and Recordation of Assignments of Mortgage As soon as practicable after the Closing Date, the Servicing Transfer Date or the date on which a Qualifying Substitute Mortgage Loan is delivered pursuant to Section 2.05 of the Trust Agreement, as applicable (but in no event more than 90 days thereafter except to the extent delays are caused by the applicable public recording office), the Servicer shall cause the endorsements on the Mortgage Note (if applicable), and the Assignments of Mortgage (subject to Section 3.01(a)) to be completed in the name of the Trustee (or MERS, as applicable).

  • Recordation of Agreement This Agreement (or an abstract hereof, if acceptable to the applicable recording office) is subject to recordation in all appropriate public offices for real property records in all the towns or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

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