Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably 15 request in order to record the assignment of the Registrations. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration.
Assignment of Registrations. Seller and Buyer shall cooperate with Buyer to ensure that the Registrations that are owned by Seller or an Affiliate of Seller shall be assigned to Buyer. Following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto, shall be borne solely by Buyer. In addition, Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Notwithstanding anything contained elsewhere herein, Buyer shall hold Seller and its Affiliates harmless from and against any fees, penalties, fines, and third party claims due to Buyer's failure to record any assignment of any such Registration pursuant to this Section, except if such fee, penalty, fines, or third party claim is due to the conduct of Seller.
Assignment of Registrations. (a) With Aeon’s knowledge and approval, Talbots has heretofore registered or applications are pending for registration in Talbots’ name of the TALBOTS Trademarks owned by Aeon in the following countries in the Asian Territory: China, Australia and Hong Kong and no other countries in the Asian Territory. A list identifying such registrations and applications is attached hereto as Exhibit 3.
(b) Talbots agrees to transfer and assign to Aeon all rights and title to the registrations and applications identified in Exhibit 3 hereto promptly following the execution of this Agreement. Aeon will assume responsibility and all costs for instructing, preparing and overseeing the preparation of documentation and the local recordal of the assignments and the prosecution of such pending applications and maintenance of such registrations.
(c) Upon the reasonable request of Aeon, Talbots shall promptly execute such other documents, including consents, licenses, approvals and acknowledgement of rights, consistent with, and to permit Aeon to effectuate the assignments of the registrations and applications identified in Exhibit 3 hereto.
Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations and the Syntex NADAs. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration and the Syntex NADAs.
Assignment of Registrations. As soon as practicable and in any event within 45 (forty five) days from Closing Seller shall deliver to Buyer current box, label and package inserts for each pack of Products as registered in the Territory. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Notwithstanding anything contained elsewhere herein, Buyer shall hold Seller and its Affiliates 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 Registrations pursuant to this Article, except if such loss or damage is due to the conduct of Seller.
Assignment of Registrations. Parent and Buyer shall cooperate to ensure that the Registrations shall be assigned to Buyer, except where such assignment may be prohibited by law. At or following Closing, Buyer shall prepare and Sellers shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto shall be borne solely by Buyer. In addition, Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. 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 primarily to Buyer's failure to record any assignment of any such Registrations pursuant to this Section, except if such loss or damage is due primarily to the conduct of Parent and its Affiliates (including without limitation the BM Group companies).
Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations and the Syntex NADAs. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration and the Syntex NADAs. Seller shall be responsible for preparing and submitting to Buyer all reports and updates with respect to each of the NDAs for all of the Products, including but not limited to NDA Annual Reports, in the form required to be filed with FDA through April 30, 1997. If the next annual filing with respect to any of such NDAs is scheduled to occur after April 30, 1997 but before April 30, 1998, Seller shall prepare and submit to Buyer the data necessary for such annual filing summary report through April 30, 1997 for any such NDA. In addition, Seller shall make available a regulatory person to answer questions regarding such data at the time of filing such Annual Report.
Assignment of Registrations. At or following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Seller shall be responsible for preparing and submitting to Buyer all reports and updates with respect to each of the NDSs for all of the Products, including but not limited to NDS Annual Reports, in the form required to be filed with HPB through April 30, 1997. If the next annual filing with respect to any of such NDSs is scheduled to occur after April 30, 1997 but before April 30, 1998, Seller shall prepare and submit to Buyer the data necessary for such annual filing summary report through April 30, 1997 for any such NDS. In addition, Seller shall make available a regulatory person to answer questions regarding such data at the time of filing such Annual Report.
Assignment of Registrations. Seller and Buyer shall cooperate --------------------------- with Buyer to ensure that the Registrations that are owned by Seller shall be assigned to Buyer. Following Closing, Buyer shall prepare and Seller shall execute such documents as Buyer may reasonably request in order to record the assignment of the Registrations. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto, shall be borne solely by Buyer. In addition, Buyer shall pay any user fees associated with any Product that accrues after Closing but prior to transfer of such Registration. Notwithstanding anything contained elsewhere herein, Buyer shall hold Seller and its Affiliates harmless from and against any fees, penalties, fines, and third party claims due to Buyer's failure to record any assignment of any such Registration pursuant to this Section, except if such fee, penalty, fines, or third party claim is due to the conduct of Seller.
Assignment of Registrations
