Assignment of Property. Grantor may convey, transfer, assign, abandon or encumber all or any portion of its interest in the Property only in accordance with Sections 2 and 3 of the Agreement, and provided that (i) in the event of any such conveyance, transfer or assignment, it shall require the party or parties acquiring such interest to assume in a written agreement with Newmont the obligations of this Deed in respect of such interest, and thereupon it shall be relieved of all liability under this Deed as to such interest in the Property, except for liabilities existing on the date of such conveyance, transfer, or assignment; and (ii) in the event of the granting of any mortgage, charge, security interests, lien or other encumbrance (in each case a “Lien”) in any Property, the holder of such encumbrance (a “Lien Holder”) acknowledges in writing that its rights in the Property are subject to the rights of Newmont under this Deed. A Lien Holder shall be free to convey, transfer and assign all or any portion of the Property subject to its Lien, provided that it shall require the party or parties acquiring such interest to assume in writing the obligations of this Deed in respect of such interest from and after the date of transfer and thereupon it shall be relieved of all liability under this Deed as to such interest in the Property. No such conveyance, transfer or assignment by a Lien Holder shall release the Grantor of any liabilities existing on the date of such conveyance, transfer or assignment.
Assignment of Property. Neither BHMC, Grantor nor any of the other BHMC Subsidiaries may Transfer any of its interest in and to the Real Property in any manner whatsoever, nor assign, transfer or otherwise convey any of its interest in and to this Agreement, without Hxxxxx’s prior written consent, not to be unreasonably withheld, and in each case complying with the following:
(a) it shall be a condition of such Transfer that BHMC, Grantor and/or the other BHMC Subsidiaries, as applicable, Transfer all (but not less than all) of its interest in the Real Property and this Agreement and the transferee or other counterparty to such transaction (the “Property Transferee”) (A) first execute and deliver to Holder an instrument in writing pursuant to which such Property Transferee (i) agrees to be bound by the terms of this Agreement and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the Property Transferee was an original party hereto in the first instance, without in any way derogating from clause (b) below, and (ii) consents and agrees to the continuation or reregistration of any restrictions registered pursuant to Section 6.2, and (B) ensure that all of its shareholders and each of their Ultimate Parent Company agree to be jointly and severally liable for the Property Transferee’s obligations under this Agreement in form and substance acceptable to Holder, acting reasonably;
(b) any such Transfer shall not relieve or discharge Grantor from any of its liabilities or obligations hereunder existing up to and including the date of such Transfer, and Holder may continue to look to Grantor for the performance thereof, it being understood that for any obligations or liabilities arising as of the date of the execution of the agreements provided for in Section 10.3(a), Grantor will have no further obligations or liabilities for the payment of the Royalty; and
(c) any Transfer which does not comply with the terms of this Agreement shall be null and void and of no force or effect.
Assignment of Property. This Consulting Agreement shall operate as a perpetual, unlimited, and irrevocable assignment by Consultant to the Company of the copyright and any and all other proprietary or other intellectual property rights or interests, in or to any Work, held by or on behalf of Consultant (including, without limitation, any such interest arising as a result of a determination that the Work does not constitute a work made for hire under the United States copyright laws). In the event of any dispute arising out of or concerning this Consulting Agreement, no acts of the Company undertaken for the purpose of prosecuting, registering or preserving any patent or copyright in the Work shall be considered in determining the character of the Work as a work made for hire. Consultant shall execute such documents and do such further acts as Company may request reasonably (and subject to Company's reimbursement of Consultant's out of pocket expense of doing so) to perfect Consultant's rights in the Work and said intellectual property rights and aid in enforcement and exploitation of such rights and the assignment of the Consultant's rights to the Company.
Assignment of Property. Vicuron hereby sells, transfers, and assigns to Oscient the following rights, free and clear of any liens, charges, claims, encumbrances or restrictions whatsoever (“Assigned Property”):
(a) all of Vicuron’s rights, title, and interests in and to the Vicuron Patents listed on Schedule 3.1(a) to this Agreement, and all Patent Rights issuing or arising therefrom, to the full end of their terms (“Assigned Patents”);
(b) all of Vicuron’s rights, title and interests in and to the Vicuron Know-how and Materials (“Assigned Know-how”);
(c) all of Vicuron’s rights, title and interests in and to the Global Trademarks and Global Tradenames, including those listed on Schedule 3.1(c) to this Agreement;
(d) all of Vicuron’s rights, title and interests in and to Regulatory Filings and Vicuron Regulatory Approvals;
(e) any other rights, title and interests of Vicuron that are necessary or used in the Development, Commercialization, and manufacture of the Bulk Compound, Compound, and Products; and
(f) any and all causes of action, claims, demands or other rights, occasioned from or because of any and all past and future infringement, misappropriation, dilution or any other violation of rights of any of the Assigned Property, including all rights to recover damages, profits and injunctive relief for infringement of any of the Assigned Property.
Assignment of Property. No later than the Tax-Free Spin Date, each Member will execute assignments of the Property in the forms attached hereto as Exhibits B-1 and B-2, which assignments shall be effective no later than the Tax-Free Spin Date. For purposes of crediting Capital Accounts, in view of the difficulty of ascertaining the fair market value of the Property being contributed subject to the Licenses, the Members agree that no additional amount will be credited to their respective Capital Accounts with respect to such assignments of the Property. To the extent the Members contribute additional intellectual property to the Company during the term of this Agreement in accordance with the terms of their respective Licenses or otherwise, no additional amounts shall be credited to their respective Capital Accounts with respect to such contributions of intellectual property.
Assignment of Property. Assignor hereby assigns, conveys, and transfers to Lender all of Assignor’s right, title, and interest in, all intangible personal property of Assignor, whether now owned and existing or hereafter acquired or arising, and wherever located, including without limitation the following (collectively, the “Collateral”):
(a) The real and personal property leases described on Schedule 2.1(a) attached hereto and made a part hereof; and
(b) The internet domain names described on Schedule 2.1(b) attached hereto and made a part hereof.
Assignment of Property. The Executive hereby assigns and grants to the Company, its successors, licensees and assigns, the irrevocable, perpetual, royalty-free worldwide right, license and authority to use the Property for the marketing, selling, publicizing, advertising and promoting the business of the Company. The Executive further agrees to be personally available as, where and when required by the Company to participate (and provide the Company with all reasonable assistance in) the marketing, selling, publicizing, advertising and promoting such business. This assignment shall survive the expiration or other termination of this Agreement.
Assignment of Property. Sellers may assign the rights to receive title to the Property to an entity controlled by Xxxxxxx X. Xxxxx without the prior written consent of Purchaser, provided that Seller shall remain fully liable to Purchaser for the performance required of Seller hereunder and for Seller's representations and warranties and other obligations hereunder. Any assets transferred to such entity shall be transferred subject to all obligations of the Seller hereunder which are not released pursuant to Section 8.3 hereof and by accepting such assets, the transferee entity shall be deemed to have agreed to be directly liable for such obligations as if it was a Seller under this Agreement.
Assignment of Property. Without limiting the generality of Paragraph 6.1 above, Writer hereby grants and assigns to Company throughout the world in perpetuity all right, title and interest of every kind and nature in and to the Materials and the elements thereof, including, without limitation, all copyrights (and extensions and renewals thereof).
Assignment of Property. Related Contracts. GSRP shall have delivered to the Administrative Agent certified copies of all material Property-Related Contracts in respect of the Construction Project and executed and delivered in favor of the Administrative Agent an Assignment of Property-Related Contracts in respect thereof. All such Property-Related Contracts shall be satisfactory to the Administrative Agent in form and substance. If requested by the Administrative Agent, each Person (other than GSRP) which is a party to any such Property-Related Contract set forth on Schedule 8 hereto shall have been notified of the assignment thereof.
