Assignment of Rights and Interests. No rights and interests of either party hereto arising from the execution, performance, termination or rescission of this Contract may be assigned without the prior consent of the other.
Assignment of Rights and Interests. There is hereby created and established with the Trustee an irrevocable trust (the "Trust") to be held by the Trustee separate and apart from all other assets of the Company or the Trustee. The Company hereby irrevocably transfers and assigns to the Trustee all the Company's right, title and interest in the U.S. Government Securities (as defined in Section 2.03) described in Schedule B hereto and the right to receive payments of interest thereon and payments of the principal thereof at maturity, such transfer to be effected by (i) the crediting of such U.S. Government Securities to a Participant's Securities Account, within the meaning of 31 C.F.R. Section 357.2, of the Custodian maintained at a Federal Reserve Bank as part of the Treasury/Reserve Automated Debt Entry System and (ii) the crediting by the Custodian of such U.S. Government Securities to the Collateral Account (as defined below). The Custodian hereby agrees to maintain in a Participant's Securities Account of the Custodian maintained at a Federal Reserve Bank a credit of U.S. Government Securities corresponding to each of the U.S. Government Securities credited from time to time to the Collateral Account and to treat the Trustee as entitled to exercise all rights in connection with such U.S. Government Securities. The securities held in trust hereunder and said payments as received by the Trustee or as thereafter invested by the Trustee are hereinafter referred to as the "Trust Estate."
Assignment of Rights and Interests. With respect to the ---------------------------------- Convertible Preferred Stock, there is hereby created and established with the Trustee a special and irrevocable trust (the "Trust") to be held by the Trustee separate and apart from all other assets of the Company or the Trustee. The Company hereby transfers and assigns to the Trustee and its successors, in trust, for the purposes herein specified, all right, title and interest of the Company in and to the Redemption Fund, for the benefit of holders of Convertible Preferred Stock. The Redemption Fund held in trust hereunder as well as any interest received thereon by the Trustee are hereinafter referred to as the "Trust Estate." The Trustee shall deposit into the Trust Estate, as and when received by the Trustee, the Redemption Fund and any interest or other payments received thereon. Pursuant to the Certificate of Designation, shares of Convertible Preferred Stock are convertible into shares of common stock, $1.00 par value per share ("Common Stock"), of the Company until the close of business on January 5, 1996. Upon the Trustee's receipt of any notice from First Chicago Trust Company of New York, Conversion and Redemption Agent for the Convertible Preferred Stock (the "Conversion and Redemption Agent"), stating that a specified number of shares of Convertible Preferred Stock have been converted into shares of Common Stock pursuant to the terms of the Certificate of Designation, the Trustee shall promptly return to the Company from the Redemption Fund any funds in respect of such shares of Convertible Preferred Stock converted into shares of Common Stock.
Assignment of Rights and Interests. Buyer shall have received from Seller, Mr. Bruce Burton and Mr. Edmund Bxxxxxxxx xx assigxxxxx xx xxx xxxxx rights to and interests in all business opportunities currently under development by Seller and its officers.
Assignment of Rights and Interests. Without the prior consent of TSEC, no rights and interests of the Securities Firm and the Client arising from the execution, performance, termination or rescission of this Contract may be assigned.
Assignment of Rights and Interests. With respect to the Notes, there is hereby created and established with the Irrevocable Trustee a special and irrevocable trust (the "Trust") to be held by the Irrevocable Trustee separate and apart from all other assets of the Company or the Irrevocable Trustee. The Company hereby transfers and assigns to the Irrevocable Trustee and its successors, in trust, for the purposes herein specified, all right, title and interest of the Company in and to the Defeasance Fund for the benefit of Holders of the Notes. The Defeasance Fund held in trust hereunder as well as any interest or other payments received thereon by the Irrevocable Trustee are hereinafter referred to as the "Trust Estate." The Irrevocable Trustee shall deposit into the Trust Estate, as and when received by the Irrevocable Trustee, the Defeasance Fund and any interest or other payments received thereon.
Assignment of Rights and Interests. Without the prior consent of TWSE, no rights and interests of the Securities Firm and the Client arising from the execution, performance, termination or rescission of this Contract may be assigned.
Assignment of Rights and Interests. Debtor hereby directly and absolutely assigns and transfers to Secured Party all of Debtor's right, title, interest, benefit and privilege, but not Debtor's obligations, responsibilities or liabilities, in or with respect to the Collateral, and such assignment and transfer shall be effective until such time as all the events described in Section 5.01 hereof have occurred, at which time this assignment and transfer shall terminate. Debtor hereby agrees to indemnify, hold harmless and defend Secured Party from and against any and all liabilities, costs, claims, causes of action and expenses that may at any time arise out of or be connection with Debtor, the Collateral, this Security Agreement, the Loan Documents and/or the Secured Obligations.
Assignment of Rights and Interests. 1.3.1. Each party acknowledges that the other party will own all rights to all data, information, techniques, methodologies and materials, including any patents, patent rights, copyrights, trademarks, trade secret rights and other intellectual property rights embodied therein, that such party owned prior to the commencement of this Agreement (“Pre-existing Intellectual Property Rights”).
1.3.2. The Parties agree that any patentable or copyrightable material, trade secret, or other intellectual property rights which are based on, are an improvement on, or which relate to General Datatech Pre-existing Intellectual Property Rights that may arise out of the performance of this Agreement or any incorporated SOW, PO or other agreement associated with this Agreement by General Datatech (the “Improvements”) to the extent that such improvements do not contain any proprietary or confidential material of Client shall be the sole and exclusive property of General Datatech.
1.3.3. The parties agree that any patentable or copyrightable material, trade secrets or other intellectual property rights which are based on, are an improvement on, or which directly relate to Client’s Pre-existing Intellectual Property Rights that arise out of the performance of this Agreement or any incorporated SOW, PO or other agreement associated with this Agreement by Client, General Datatech or General Datatech personnel (“Client’s Related Rights”) shall be the sole and exclusive property of Client.
1.3.4. In the event General Datatech Pre-existing Intellectual Property Rights or Improvements thereto (collectively “General Datatech Related Rights”) are incorporated into the work product provided under this Agreement or are necessary for Client to use such work product, General Datatech hereby grants a royalty-free, irrevocable, worldwide, nonexclusive, perpetual license to Client to use, disclose, reproduce, sublicense, modify, prepare derivative works from, perform and display General Datatech Related Rights for the sole purpose of utilizing the work product internally.
Assignment of Rights and Interests. To the extent that Sellers have a right or interest, and to the extent those rights or interests are assignable, each Seller hereby assigns, on a non-exclusive basis, Sellers’ rights and interest in any third party representations, warranties, indemnities and guaranties with respect to the Property. Such third party representations, warranties, indemnities and guaranties to be assigned on a non-exclusive basis may include, without limitation, any and all rights and interests relating to (a) work performed by third parties on or at the Property, and (b) the contracts Sellers (or their asset manager) entered into with respect to the Property. This provision shall survive the close of Escrow.
