Assignment of Rights in Certain Assets Sample Clauses

Assignment of Rights in Certain Assets. Upon the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all of Seller’s right, title, and interest in and to the Abandoned Assets. On or before Closing, Seller will execute and deliver to Purchaser the Assignment of Certain Rights in the form set forth in Exhibit C (as may be updated based on Purchaser’s review pursuant to paragraph 3.1).
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Assignment of Rights in Certain Assets. For good and valuable consideration, the receipt of which is hereby acknowledged, Dxxxxx Xxxx, and WeHealAnimals, Inc. 1000 Xxxxxxxxxx Xx., Xx. 0000, Xxxxx Xxxx, XX 00000, XXX (“Assignor”), does hereby sell, assign, transfer, and convey unto Hanover Portfolio Acquisitions, Inc. having an office at 6000 Xxxxxx Xxx. 00xx Xxxxx, Xxxxxxxx Xxxxx, XX 00000 (“Assignee”), or its designees, the Assignor’s right, title, and interest in and to all of the following provisional patent applications, patent applications, patents, and other governmental grants or issuances of any kind listed in Attachment (the “Certain Assets”): Assignor assigns to Assignee all rights to invention, invention disclosures, and discoveries in the assets listed above, together, with the rights, if any, to revive prosecution of claims under such assets and to sxx or otherwise enforce claims under such assets for past, present or future infringement. Assignor warrants that none of the Certain Assets have been expressly or intentionally abandoned. Assignor hereby authorizes the respective patent office or governmental agency in each jurisdiction to make available to Assignee all records regarding the Certain Assets. The terms and conditions of this Assignment of Rights in Certain Assets will inure to the benefit of Assignee, its successors, assigns, and other legal representatives and will be binding upon Assignor, its successors, assigns, and other legal representatives. DATED this 15th day of November 2013. WeHealAnimals, Inc. /s/ Dxxxxx Xxxx By _______________________________ Name: Dxxxxx Xxxx Title: President /s/ Dxxxxx Xxxx By: _______________________________ Name: Dxxxxx Xxxx, individually SECURED PROMISSORY NOTE $96,000.00 Issue Date: November 15, 2013 FOR VALUE RECEIVED, Hanover Portfolio Acquisitions, Inc., a Delaware corporation (“Borrower”), whose principal place of business is Hanover Portfolio Acquisitions, Inc., 6000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx Xxxxx, XX 00000, promises to pay to the order of Dxxxxx Xxxx, a Texas resident (the “Holder”), at such address as Holder shall provide in writing to Borrower, the sum of Ninety-Six Thousand Dollars ($96,000) (“Principal”) and all accrued interest, on the terms set forth herein. Payments of principal of, interest on and any other amounts with respect to this Secured Promissory Note (this “Note”) are to be made in lawful money of the United States of America. This Note is free from all taxes, liens, claims and encumbrances with respect...
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Assignment of Rights in Certain Assets. Upon the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all Seller’s right, title, and interest in and to the Abandoned Assets. Prior to Closing, Seller will deliver to Purchaser a Transmitted Copy of the Assignment of Certain Rights in the form set forth in Exhibit C and Seller will deliver or cause to be delivered to Seller’s agent the original Assignment of Certain Rights in the form set forth in Exhibit C (as may be updated based on Purchaser’s review pursuant to paragraph 3.1). As of the Closing, Seller will cause Seller’s agent to send via overnight mail the original Assignment of Certain Rights in the form set forth in Exhibit C, to be received by Purchaser the morning of the day following the Closing.
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Assignment of Rights in Certain Assets. Upon Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all of its right, title, and interest in and to (a) the Abandoned Assets; (b) any reissues, reexaminations, extensions, continuations, continuing prosecution applications, requests for continuing examinations, continuations in part, divisions, provisionals and registrations of any of the Abandoned Assets and any patents or patent applications which correspond to or claim priority to any of the foregoing, and all foreign counterparts of the foregoing; (c) all rights to apply in any or all countries of the world for future patents, certificates of invention, utility models, industrial design protections, design patent protections, or other future governmental grants or issuances of any type related to the Abandoned Assets; and (d) all causes of action and enforcement rights of any kind under, or on account of, any of the Abandoned Assets and/or any of the items described in either of the foregoing categories (b) or (c), including, without limitation, all causes of action, enforcement rights and all other rights to seek and obtain any other remedies of any kind for past, current and future infringement (the “Assigned Abandoned Rights”). For the avoidance of doubt, Seller is not opining on or providing any representation or warranty as to the existence of the rights described in (b) – (d) above nor Purchaser’s right to enforce any of such rights. On or before Closing, Seller will execute and deliver to Purchaser an Assignment of Certain Rights in the forms set forth in Exhibit B.
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Assignment of Rights in Certain Assets. For good and valuable consideration, the receipt of which is hereby acknowledged, Avistar Communications Corporation, a Delaware corporation, with an office at 0000 Xxxxx Xxxxx Xx., 00xx Xxxxx, Xxx Xxxxx, XX 00000 (“Assignor”), does hereby sell, assign, transfer, and convey unto Intellectual Ventures Fund 61 LLC, a Nevada limited liability company, with an address at 0000 X Xxxx Xxxx Xxxx, Suite 300, Las Vegas, NV 89128 (“Assignee”), or its designees, the right, title, and interest in and to any and all of the following provisional patent applications, patent applications, patents, and other governmental grants or issuances of any kind (the “Certain Assets”): 11/625330 US 1/21/2007 Storing and accessing media files J. Xxxxx Xxxxxxx 90/009009 US 02/26/2008 Method for real-time communication between plural users Xxxxxx, Xxxxxx X. 90/009010 US 02/25/2008 Method and system for log-in-based video and multimedia calls Xxxxxx, Xxxxxx X. 90/009012 US 02/22/2008 Participant display and selection in video conference calls Xxxxxx, Xxxxxx X. 90/009013 US 02/25/2008 Multimedia collaboration system Xxxxxx, Xxxxxx X. 90/009018 US 03/03/2008 Synchronization in video conferencing Xxxxxx, Xxxxxx X. [***] Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed pursuant to Rule 24-2 promulgated under the Securities Exchange Act of 1934, as amended, and the omitted portions represented by [***] have been separately filed with the Securities and Exchange Commission. 90/009019 US 02/28/2008 System for call request which results in first and second call handle defining call state consisting of active or hold for its respective AV device Xxxxxx, Xxxxxx X. 90/009022 US 02/29/2008 Networked video multimedia storage server environment Xxxxxx, Xxxxxx 90/009023 US 02/27/2008 Multiple-editor authoring of multimedia documents including real-time video and time-insensitive media Xxxxxx, Xxxxxx X. 90/009024 US 02/27/2008 Multimedia mail, conference recording and documents in video conferencing Xxxxxx, Xxxxxx X. 90/009025 US 03/03/2008 Call control in video conferencing allowing acceptance and identification of participants in a new incoming call during an active teleconference Xxxxxx, Xxxxxx X. 90/009030 US 03/04/2008 UTP based video conferencing Xxxxxx, Xxxxxx X. 90/009032 US 03/05/2008 Two monitor videoconferencing hardware Xxxxxx, Xxxxxx X. 90/009035 US 03/06/2008 High-quality switched analog video communications over unshielded twisted pair Xxx...
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Assignment of Rights in Certain Assets. Upon the Closing, Seller sells, assigns, transfers, and conveys to Purchaser all Seller’s right, title, and interest in and to the Abandoned Assets.
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Assignment of Rights in Certain Assets. For good and valuable consideration, the receipt of which is hereby acknowledged, CUI Global, Inc., a Colorado corporation, with an office at 20000 XX 000xx Xxxxxx, Xxxxxxxx, XX 00000 ("Assignor"), does hereby sell, assign, transfer, and convey unto Olantra Fund X L.L.C., a Delaware limited liability company, having an address at 2000 Xxxxxxxxxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000 ("Assignee"), or its designees, the right, title, and interest in and to any and all of the following provisional patent applications, patent applications, patents, and other governmental grants or issuances of any kind (the "Certain Assets"): Patent or Application No. Country Filing Date Named Inventor 60/405,826 US 01/01/1900 Electronic assembly/system with reduced cost, mass, & volume & increased efficient power density Jxxx X. Xxxxxxxx KR10-2005-7003342 KR 02/25/2005 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density Jxxx X. Xxxxxxxx PCT/US2003/0259l3 WO 08/20/2003 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density Jxxx X. Xxxxxxxx 60/641,423 US 01/01/1900 High power density heat transport system Jxxx X. Xxxxxxxx 60/651,204 US 01/01/1900 Aerodynamic lighted display panel Vxxxxxxx Xxxxxxxxx PCT/US2006/004615 WO 02/10/2006 Aerodynamic lighted display panel Jxxxxxx X. Xxxxxx 7,138,659 US 05/18/2004 Led assembly with vented circuit board Nxxxxx Xxxxxx Dxxxx 11/538,769 US 10/04/2006 Led assembly with vented circuit board Nxxxxx Xxxxxx Dxxxx
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Assignment of Rights in Certain Assets. For good and valuable consideration, the receipt of which is hereby acknowledged, Path 1 Network Technologies, Inc., a Delaware corporation, with an office at 0000 Xxxxxx Xxxxxx, Suite 140, San Diego, CA 92121, (“Assignor”), does hereby sell, assign, transfer, and convey unto Great Links G.B. Limited Liability Company, a Delaware limited liability company, with an office at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (“Assignee”), or its designees, the right, title, and interest in and to any and all of the following provisional patent applications, patent applications, patents, and other governmental grants or issuances of any kind (the “Certain Assets”): 60/107,430 U.S. 11/06/1998 Time-synchronized multi-layer network switch for providing quality of service guarantees in computer networks Xxxxxxx X. Xxxxxx PCT/US1999/25882 WO 11/03/1999 Time-synchronized multi-layer network switch for providing quality of service guarantees in computer networks Xxxxxxx X Xxxxxx EP99963855 EP 11/03/1999 Time-synchronized multi-layer network switch for providing quality of service guarantees in computer networks Xxxxxxx X Xxxxxx CA19992349461 CA 11/03/1999 Time-synchronized multi-layer network switch for providing quality of service guarantees in computer networks Xxxxxxx X Xxxxxx PCT/US1999/18984 WO 08/18/1999 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx PCT/US2002/14847 WO 05/08/2001 Minimizing the effect of jitter upon the quality of service operation of networked gateway devices X. Xxxxxx 60/289,678 U.S. 05/08/2001 Minimizing the effect of jitter upon the quality of service operation of networked gateway devices X. Xxxxxx 10/757,031 U.S. 01/13/2004 Minimizing the effect of jitter upon the quality of service operation of networked gateway devices X. Xxxxxx CA20022446766 CA 11/14/2002 Minimizing jitter in QOS networked gateway devices X. Xxxxxx
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Assignment of Rights in Certain Assets. For good and valuable consideration, the receipt of which is hereby acknowledged, Embedded Technologies, LLC, a Delaware limited liability company, with an office at c/o InfoLogix, Inc., 000 X. Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“Assignor”), does hereby sell, assign, transfer, and convey unto LLC [Name of Purchaser], a [State of Formation] limited liability company, having an address at [Address of Purchaser] (“Assignee”), or its designees, all of Assignor’s right, title, and interest in and to any and all of the following provisional patent applications, patent applications, patents, and other governmental grants or issuances of any kind (the “Certain Assets”): 10/247,748 US 09/19/2002 Touch screen systems and methods Xxxxx X Xxxxxxx 60/024,780 US 08/28/1996 Screen peripheral device for wearable personal computer Xxxxx X. Xxxxxxx CA2264167 CA 08/28/1997 Touch screen systems and methods Xxxxx X. Xxxxxxx EP97941345.7 EP 08/28/1997 Touch screen systems and methods Xxxxx X. Xxxxxxx JP09-011687 JP 08/28/1997 Touch screen systems and methods Xxxxx X. Xxxxxxx PCT/US1997/014176 WO 08/28/1997 Touch screen systems and methods Xxxxx X. Xxxxxxx 60/028,028 US 10/09/1996 Input device for wearable personal computer Xxxxx X. Xxxxxxx 60/036,195 US 01/21/1997 On Assignor’s information and belief, each of the assets (patents or applications) listed above is believed to have lapsed or gone abandoned. Assignor nevertheless assigns to Assignee all Assignor’s rights to the inventions, invention disclosures, and discoveries that may be found in the assets listed above, whether or not capable of revival of prosecution or otherwise being effective or helpful to support a cause of action upon which to xxx or otherwise enforce any claims under such assets for past, present or future infringement, together with the rights, if any, to revive prosecution of claims under such assets and to xxx or otherwise enforce any claims under such assets for past, present or future infringement. Assignor hereby authorizes the respective patent office or governmental agency in each jurisdiction to make available to Assignee all records regarding the Certain Assets. The terms and conditions of this Assignment of Rights in Certain Assets will inure to the benefit of Assignee, its successors, assigns, and other legal representatives and will be binding upon Assignor, its successors, assigns, and other legal representatives. DATED this day of 20 . Name: Title: Seller will cause the followin...
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Related to Assignment of Rights in Certain Assets

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Transfer of Rights of First Refusal The rights of first refusal of each Major Investor under this Section 4 may be transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10.

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement: (i) This Agreement may only be transferred through a book entry system maintained by Principal Life, or an agent designated by it, within the meaning of Temporary Treasury Regulations Section 5f.103-1(c) and Treasury Regulations Section 1.871-14(c)(1)(i). (ii) The Agreement Holder, and any assignee, must comply with applicable securities laws. (iii) Principal Life has consented in writing to the proposed assignment, such consent not to be unreasonably withheld. (iv) Principal Life shall have received from the proposed assignee a duly executed certificate containing, in substance, the information, representations, warranties, acknowledgments and agreements set forth in this Agreement. Any attempted sale, transfer, anticipation, assignment, hypothecation, or alienation not in accordance with this Section 6 shall be void and of no effect. Until such time, if any, as Principal Life has consented in writing to a proposed assignment, Principal Life shall not be obligated to make any payments to or at the direction of anyone other than the person shown on Principal Life’s books and records as the Agreement Holder. Once the foregoing conditions have been satisfied with respect to an assignment, the assignee or its successor shall be deemed to be the sole Agreement Holder for all purposes of this Agreement and Principal Life shall promptly amend its records to reflect the assignee’s status as Agreement Holder.

  • Assumption of rights If PayPal invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that PayPal assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in PayPal’s discretion. This is known in legal terms as your “subrogation” or “assignment” to PayPal of your rights against the recipient and third parties related to the payment. Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. We may request information from you as we reasonably require to facilitate our actions described in this user agreement, enable us to reduce the risk of fraud or comply with our regulatory (including anti-money laundering) obligations. You must comply with these requests in a timely fashion. This may involve you faxing, emailing or otherwise providing to us at your own expense identification documents and information about your finance and operations (such as your most recent financial statements and merchant processing statements).

  • Merger or Consolidation of Right Agent Any corporation into which the Right Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Right Agent shall be a party shall be the successor Right Agent under this Agreement without any further act.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.