Assignment of Trademarks. At or prior to Closing, Buyer shall prepare and Seller shall execute such assignment documents as Buyer may reasonably request in order to record the assignment of the Trademarks. The responsibility and expense of filing such documents and any actions required ancillary thereto, shall be borne solely by Buyer. 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 Trademarks pursuant to this subsection, except if such loss or damage is due to the conduct of the Seller.
Assignment of Trademarks. Adaptec hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Roxio, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Assigned Trademarks, together with the goodwill of the business symbolized by the Assigned Trademarks.
Assignment of Trademarks. By or before Closing, Buyer and Seller shall prepare in good faith an assignment pursuant to which Seller agrees the Trademarks, the Synacort Trademarks, and the Additional Trademarks 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 Trademarks, the Synacort Trademarks, and the Additional Trademarks. The responsibility and expense of preparing and filing such documents and any actions required ancillary thereto, shall be borne solely by Buyer.
Assignment of Trademarks. (a) Effective upon the Closing Date, CCE shall assign or cause to be assigned to TPC, the trademarks, service marks, and trade names listed on Section 5.11 of the CCE Disclosure Letter, together with all slogans, logotypes, designs and trade dress associated therewith, including all applications and registrations therefor, which are, in each case, in existence on the Closing Date and currently being used in the conduct of the business of TPC (collectively, the “TPC Marks”).
(b) CCE shall use commercially reasonable efforts to assist ETP in protecting and maintaining the rights of TPC in connection with use of the TPC Marks by TPC, including preparation and execution of documents necessary or appropriate in the ordinary course to register TPC Marks and/or record this Agreement. As between the parties, ETP shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any action concerning the TPC Marks.
Assignment of Trademarks. Assign to XXXXX or its designee all of PFIZER’s and its Affiliates’ right, title and interest in and to the Trademarks in the Territory and any other trademark that PFIZER is using in connection with a Licensed Product on the effective date of termination. In the case of each of clauses (i) through (vi) of this Section 12.2(d), XXXXX shall reimburse PFIZER for amounts specified therein and for any out-of-pocket expenses incurred by PFIZER in connection with such deliveries, transfers and assignments within [************************] days of receiving notice from PFIZER containing a reasonable detailed accounting of such costs. The parties agree that (A) any failure by PFIZER to provide immaterial data, information, reports, records, correspondence or other materials to XXXXX pursuant to this Section 12.2(d) shall not be a breach of PFIZER’s obligations under this Section 12.2(d); (B) in no event shall PFIZER be required by any Third Party to retain any obligations or liabilities relating to the Licensed Products following any delivery, transfer or assignment pursuant to this Section 12.2(d); and (C) XXXXX hereby releases PFIZER from any and all liabilities in connection with any delivery, transfer or assignment pursuant to this Section 12.2(d). For purposes of this Section 12.2(d), all of the defined terms and related provisions used in or referenced by this Section 12.2(d) shall survive termination of this Agreement. PFIZER shall execute all documents and take such further actions as may be reasonably requested by XXXXX in order to give effect to the foregoing clauses (i) through (vii).
Assignment of Trademarks. 6.01 Seller agrees to transfer and assign, pursuant to the Trademark Assignment attached as Appendix F hereto, to Buyer all of its worldwide right, title and interest in and to the Assigned Marks and good will associated therewith as well as all rights, privileges and priorities of Seller, together with all income, royalties or payments due or payable as of the Closing, as well as the right to xxx at law or in equity in respect of past, present and future infringement of any of such Assigned Marks, including the right to receive all proceeds or damages therefrom. Such assignment shall be subject to all agreements entered into between Seller, its predecessors (including AT&T Corp. and its Subsidiaries, and Lucent Technologies and its Subsidiaries) or its Related Companies, and one or more third parties prior to the Effective Date of this Agreement, none of which will have a material adverse affect on Buyer's use of the Assigned Marks in operation of the ORiNOCO Business as it existed as of the Closing Date.
6.02 Buyer shall bear any and all administrative and similar costs external to Seller related to the recordation or transfer of title of Assigned Marks from Seller to Buyer pursuant to Section 6.01 above. Seller shall execute all documents and perform all acts as required to give effect to the assignment and recording of the transfer of Assigned Marks to Buyer under this Agreement.
Assignment of Trademarks. THIS ASSIGNMENT OF TRADEMARKS (this "Assignment") is made as of the day of , 2007 by SmithKline Xxxxxxx Corporation d/b/a GlaxoSmithKline, a corporation organized under the laws of the Commonwealth of Pennsylvania, having a place of business at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000 and Glaxo Group Limited, a company organized and existing under the laws of England and Wales, having offices located at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (the "Assignors") to Prometheus Laboratories Inc., a corporation organized under the laws of the state of California, having a place of business at 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 ("Assignee").
Assignment of Trademarks. Following the Closing and in any event prior to the date that is eight (8) months following the Closing, Xxxx Xxxxxx and the Domestic Company shall have assigned and transferred to the Domestic Company one hundred percent (100%) of his interest in the Transferred Trademark.
Assignment of Trademarks. CoLucid shall assign to Lilly its trademark rights for the Product, including, without limitation, any back-up marks, registrations, or applications for such marks and the goodwill associated with such marks; provided, however, that if the termination relates only to a specific country, then only the trademark rights pertaining to such country will be transferred to Lilly hereunder. In such case, CoLucid will maintain possession and ownership of all other trademarks. The parties shall negotiate in good faith reasonable compensation from Lilly to CoLucid for such trademark and goodwill.
Assignment of Trademarks. Assign to Elion all of Processa’s or its applicable Sublicensees’ right, title and interest in any trademark owned by Processa or its Affiliates or applicable Sublicensees and used solely in connection with the Products, along with all associated goodwill.
