Assignment of Patents and Trademarks Sample Clauses

Assignment of Patents and Trademarks conveying the Intellectual Property included in the Assets; (viii) Vehicle title certificates for vehicles which are Assets titled in the name of the Company or an Affiliate; (ix) The Transition Services Agreement; (x) A Deed for the Owned Facility; and (xi) Master Lease Agreements pursuant to which Seller or its Affiliates, as appropriate, shall lease to Acquisition, effective as of the Closing Date, the International Registration Plan ("IRP") registration and base-plate licenses registered in the states of Illinois and North Carolina (but not Tennessee) for the Company Owned Tractors and the Company Owned Trailers, as well as the IRP registration and base-plate licenses registered in the states of Illinois and North Carolina (but not Tennessee) owned by the Seller or its Affiliates, as appropriate, for the Independent Contractor equipment identified in the IC Agreements to be assigned by Seller to Buyer pursuant to Section 2.1.6 hereof, the form of such Master Lease Agreement to be substantially in the form attached hereto as Exhibit 12.2(xi). 12.3.
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Assignment of Patents and Trademarks. This Assignment of Patents and Trademarks is dated March __, 1999 (the "Assignment") and is by and among Xxxxxx Snowboards, Inc., an Oregon corporation (the "Company"), and K2 Acquisitions Inc, a Delaware corporation (the "Purchaser").
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Assignment of Patents and Trademarks. At Closing, Seller shall execute and deliver to Purchaser Assignment of Patents and Assignment of Trademarks forms, assigning Seller's rights in and to the patents and trademarks described in Section 5.1.21, substantially in the form of Exhibits 1.6(a), (b) and (c) (the "Patent and Trademark Assignments").
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Assignment of Patents and Trademarks. The Purchaser, at its option, shall have received at its own expense confirmation that the Trademark(s) and Patent(s), have been assigned to the Purchaser and, if required, registered in the appropriate jurisdiction of where that trademark or patent as been registered, on terms and conditions acceptable to the Purchaser, acting reasonably. The foregoing conditions are for the exclusive benefit of the Purchaser and any such condition may be waived in whole or in part by the Purchaser at or prior to the time of closing by delivering to the Vendors a written waiver to that effect signed by the Purchaser.
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Assignment of Patents and Trademarks. The Seller shall have delivered to the Buyer an executed counterpart to the Patent Assignment.
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Assignment of Patents and Trademarks. This ASSIGNMENT OF PATENTS AND TRADEMARKS (this “Assignment”), dated as of _________ __, 20__, made by IORA SOFTWARE LIMITED, a company incorporated as a private limited company under the Registrar for Companies for England and Wales with a principal place of business at Xxxxxx Xxxxx, 0-0 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Xxxxxxx, XXX 0XX (“Assignor”), in favor of MORIAH SOFTWARE MANAGEMENT LP, a Delaware limited partnership with an address at c/o Black Dolphin Capital Management, LLC, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (together with its successors and assigns, “Lender”) and the Assignee as set forth below.
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Assignment of Patents and Trademarks. By or before Closing, Buyer and Parent shall prepare in good faith an assignment pursuant to which Sellers agree the Patents and Trademarks shall be assigned to Buyer. Following Closing, Buyer shall prepare and Sellers shall execute such documents as Buyer may reasonably request in order to assign and record the assignment of the Patents and Trademarks. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto, shall be borne solely by Buyer. Notwithstanding anything contained elsewhere herein, Buyer shall hold Parent and its Affiliates (including without limitation the BM Group companies) harmless from and against any loss or damage, including but not limited to fees, penalties, fines or third party claims, due to Buyer's failure to record any assignment of any such Patents or Trademarks pursuant to this Section 8.1, except if such loss or damage is solely due to the conduct of Parent (including without limitation the BM Group companies). Neither Parent nor any of its Affiliates (including without limitation the BM Group companies) shall be obliged to maintain any Trademark after the Closing. Parent will pay or cause to be paid any fees for renewals of any of the Trademarks as were initiated prior to the Closing. All other renewal and maintenance fees as well as the cost and expenses for defending the Trademarks against infringements by third parties occurring after the Closing Date shall be paid by Buyer. Parent will arrange for the files relating to the Trademarks to be handed over to Buyer without delay after the Closing. Until the termination of the Transition Services Agreement, Parent will promptly notify Buyer of any infringement or threatened infringement of any of the Trademarks coming to its attention and will, if the registration of any of the Trademarks is still in the name of Sellers, at the expense of Buyer take such action against the infringer as Buyer may reasonably request to restrain such infringement, or alternatively authorise Buyer or its nominee to take such action in its own name. In the latter event, Parent or its Affiliates will at Buyer's expense provide reasonable assistance to Buyer.
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Assignment of Patents and Trademarks 
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Related to Assignment of Patents and Trademarks

  • Copyrights, Patents and Trademarks (i) To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

  • Patents and Trademarks The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Assignment of Patents Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest in and to the Assigned Patent Rights and at Closing will provide Purchaser with the Executed Assignment for the Assigned Patent Rights.

  • Patents, Copyrights and Trademarks Schedule 5 lists all material Trademarks, material Copyrights and material Patents, in each case, registered in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and owned by such Grantor in its own name as of the date hereof, and all material Trademark Licenses, all material Copyright Licenses and all material Patent Licenses (including, without limitation, material Trademark Licenses for registered Trademarks, material Copyright Licenses for registered Copyrights and material Patent Licenses for registered Patents) owned by such Grantor in its own name as of the date hereof, in each case, that is solely United States Intellectual Property.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Trademarks, Patents and Copyrights (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United

  • Other Patents and Copyrights 10 5.7. Remedies........................................................10 ARTICLE VI

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • Patents, Trademarks and Copyrights Machinery and equipment of the VESSEL, whether made or furnished by the BUILDER under this CONTRACT, may bear the patent numbers, trademarks, or trade names of the manufacturers. The BUILDER shall defend and save harmless the BUYER from all liabilities or claims for or on account of the use of any patents, copyrights or design of any nature or kind, or for the infringement thereof including any unpatented invention made or used in the performance of this CONTRACT and also for any costs and expenses of litigation, if any in connection therewith. No such liability or responsibility shall be with the BUILDER with regard to components and/or equipment and/or design supplied by the BUYER. Nothing contained herein shall be construed as transferring any patent or trademark rights or copyrights in equipment covered by this CONTRACT, and all such rights are hereby expressly reserved to the true and lawful owners thereof.

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