Assignments and Recordation. In each case in which the Company or its Subsidiary has acquired or sought to acquire any ownership of material Intellectual Property Rights from any Person, including as a result of engaging any Person to develop or create any Intellectual Property or Intellectual Property Rights for Company or its Subsidiary, the Company or such Subsidiary, as the case may be, has obtained a valid and enforceable assignment or other documentation sufficient to transfer all such Intellectual Property Rights to the Company or its Subsidiary, as the case may be, and, to the extent provided for by, and in accordance with, applicable laws and regulations, the Company or its Subsidiary, as the case may be, has recorded each such assignment with the relevant governmental authorities, including the PTO, the U.S. Copyright Office, or their respective equivalents in any relevant foreign jurisdiction, as applicable, as the case may be.
Assignments and Recordation. Neither this Contract nor any right or privilege contained herein, including the Seller’s limited warranty provided in Section 7, may be assigned by Buyer without the prior written consent of Seller, and any attempt by Buyer to assign this Contract shall be void. If Buyer is an entity, any transfer or change in the ownership of the entity shall be considered a prohibited transfer. If Buyer attempts to assign this Contract without Seller’s consent, this Contract shall, at the sole option of Seller, be terminated by giving Buyer five (5) days’ notice prior to the termination thereof, and all payments previously tendered hereunder shall be retained by Seller as liquidated damages. This Contract shall not be recorded prior to Closing. If Buyer records this Contract, Seller may elect to terminate this Contract by giving Buyer five (5) days’ notice prior to the termination thereof, and Seller shall have the right to retain all payments previously tendered hereunder as liquidated damages. In addition, Buyer, upon demand, agrees to execute and deliver to Seller any such documents as Seller may reasonably request to remove any cloud on title on the Lot or Project. Furthermore, Buyer irrevocably appoints Seller as attorney-in-fact for Buyer to execute on Buyer’s behalf any and all documents necessary to remove any such cloud on title. The recording of this Contract shall in no way be constructed as imposing or constituting a cloud on the title or affecting any sale or conveyance thereafter.
Assignments and Recordation. In each case in which the Company or any of its Subsidiaries has acquired or sought to acquire any ownership of material Intellectual Property from any Person, including as a result of engaging any Person to develop or create Intellectual Property for the Company or any of its Subsidiaries, the Company or such Subsidiary, as the case may be, has obtained a valid and enforceable assignment sufficient to irrevocably transfer all such Intellectual Property (including the right to seek past and future damages with respect thereto) to the Company or such Subsidiary, as the case may be. As of immediately following the Closing, all Company Intellectual Property (i) will be transferable, alienable or licensable by the Company or its Subsidiaries without any Encumbrances, except Encumbrances to the extent arising out of actions taken by Buyer, and (ii) may be exported or transferred out of Israel without restriction and without payment of any kind to any third party or Governmental Authority, except (but without limiting any other representation or warranty contained in this Article 4), in either (i) or (ii), as imposed under the Innovation Law.
Assignments and Recordation. In each case in which the Company or any of its Subsidiaries has acquired any ownership of Intellectual Property Rights from any Person, the Company or such Subsidiary, as the case may be, has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property and the associated Intellectual Property Rights (including the right to seek past and future damages with respect thereto) to the Company or such Subsidiary, as the case may be, and, to the maximum extent provided for by, and in accordance with, applicable laws and regulations, the Company or such Subsidiary, as the case may be, has recorded each such assignment with the relevant governmental authorities, including the PTO, the U.S. Copyright Office, or their respective equivalents in any relevant foreign jurisdiction, as the case may be.
Assignments and Recordation. In each case in which the Company or any of its Subsidiaries has acquired or sought to acquire any ownership of material Intellectual Property Rights from any Person, including as a result of engaging any Person to develop or create any Intellectual Property or Intellectual Property Rights for the Company or any of its Subsidiaries, the Company or such Subsidiary, as the case may be, has obtained, to the fullest extent permissible under any applicable Law, a valid and enforceable assignment sufficient to irrevocably transfer all such Intellectual Property Rights (including the right to seek past and future damages with respect thereto) to the Company or such Subsidiary, as the case may be.
Assignments and Recordation. Copies of the Company’s and its Subsidiaries’ standard forms of proprietary information, confidentiality and assignment agreement for employees (the “Employee Proprietary Information Agreements”) and the Company’s and its Subsidiaries’ standard form of consulting agreements containing proprietary information, confidentiality and assignment provisions (the “Consultant Proprietary Information Agreements”) have been made available to Parent. All current and former Employees of the Company and its Subsidiaries who have been involved in the research, development, conception or reduction to practice of any material Intellectual Property for the Company, have executed the applicable form of agreement or has signed an enforceable written agreement, which has been made available to Parent, that assigns to the Company all right, title, and interest in and to any such material Intellectual Property developed, conceived or reduced to practice for the Company. All amounts payable by the Company to all Persons involved in the research, development, conception or reduction to practice of any Company Intellectual Property have been paid in full. The transactions contemplated hereby shall not grant to or allow any Person any ownership interest in, or the right to use, any Company Intellectual Property. No current or former shareholder, officer, director, or other employee of the Company or any of its Subsidiaries has any claim, right (whether or not currently exercisable), or ownership interest in any material Company Intellectual Property.
