ASSIGNOR'S DUTIES, ETC Sample Clauses

ASSIGNOR'S DUTIES, ETC. The Assignor shall have the right and the duty, through trademark counsel acceptable to the Agent, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Assignor shall not abandon any filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Agent, which consent shall not be unreasonably withheld.
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ASSIGNOR'S DUTIES, ETC. The Assignor shall have the duty, through ---------------------- patent counsel reasonably acceptable to the Agent, to prosecute diligently any patent applications of the Patents pending as of the date of this Patent Agreement or thereafter, to make application for unpatented but reasonably patentable inventions and to preserve and maintain all rights in the Patents, including without limitation the payment when due of all maintenance fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Patents. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Assignor shall not abandon any filed patent application, or any pending patent application or patent, without the consent of the Agent, which consent shall not be unreasonably withheld. The Agent hereby appoints the Assignor as its agent for all matters referred to in the foregoing provisions of this (S)6 and agrees to execute any documents necessary to confirm such appointment. Upon the occurrence and during the continuance of an Event of Default, the Agent may terminate such agency by providing written notice of termination to the Assignor.
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ASSIGNOR'S DUTIES, ETC. Each Assignor shall have the right and the duty, through trademark counsel acceptable to Lender, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations, in each case, to the extent the Assignor continues to use, in a material manner, or continues to have an intent to use, in a material manner, such xxxx in its reasonable business judgment. Any expenses incurred in connection with such applications and actions shall be borne by the Assignors. Notwithstanding the foregoing, nothing herein shall impose on Assignors any obligation to respond to any non-final office actions that are issued by the USPTO or any other governmental authority refusing any application to register any of the Trademarks or to appeal from any adverse ruling concerning the validity, enforceability or registrability of any Trademark. Further, nothing herein is intended to or shall require Assignor to file any documents to maintain any Trademark Registrations if such Trademark Registrations are not in use and if Assignors have no basis in law or fact to file such documents.
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ASSIGNOR'S DUTIES, ETC. Each Assignor shall have the right and the duty, through copyright counsel acceptable to Lender, to prosecute diligently any registration applications of the Copyrights pending as of the date of this Agreement or thereafter, to preserve and maintain all rights in the Copyrights, including the filing of appropriate renewal applications and other instruments to maintain in effect the Copyrights and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Copyrights, in each case, to the extent the Assignor continues to use, in a material manner, or continues to have an intent to use, in a material manner, such Copyright in its reasonable business judgment. Any expenses incurred in connection with such applications and actions shall be borne by the Assignors. Notwithstanding the foregoing, nothing herein shall impose on Assignors any obligation to respond to any non-final office actions that are issued by the USCO or any other governmental authority refusing any application to register any of the Copyrights or to appeal from any adverse ruling concerning the validity, enforceability or registrability of any Copyright. Further, nothing herein is intended to or shall require Assignor to file any documents to maintain any Copyrights if such Copyrights are not in use and if Assignors have no basis in law or fact to file such documents.
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ASSIGNOR'S DUTIES, ETC. The Assignor shall have the right and the duty, through trademark counsel reasonably acceptable to the Lender, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Assignor shall not abandon any filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Lender, which consent shall not be unreasonably withheld, other than those Trademark Registrations and Trademarks that are no longer used or useful in the conduct of the Assignor's business.
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ASSIGNOR'S DUTIES, ETC. Each Assignor shall have the right and the duty, through counsel acceptable to the Lender, to prosecute diligently any registration applications of the Domain Names pending as of the date of this Agreement or thereafter, and to preserve and maintain all rights in the Domain Names, including, without limitation, the filing of any appropriate renewal applications and other instruments to maintain in effect the Domain Names and the payment when due of all registration renewal fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Domain Names and the right but not the duty to make application for other variations of the Domain Names. The aforementioned rights and duties are subject to any Assignor’s right to abandon, drop or decline to maintain or renew any Domain Names or Domain Name Rights in the ordinary course of business. Any expenses incurred in connection with such applications and actions shall be borne by the Assignors. The Lender hereby appoints each Assignor as its agent for all matters referred to in the foregoing provisions of this Section 6 and agrees to execute any documents necessary to confirm such appointment. Upon the occurrence and during the continuance of an Event of Default, the Lender may terminate such agency by providing written notice of termination to such Assignor.
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ASSIGNOR'S DUTIES, ETC. The Assignor shall have the duty, through patent counsel reasonably acceptable to the Agent, to prosecute diligently any patent applications of the Patents pending as of the date of this Patent Agreement or thereafter, to make application for unpatented but reasonably patentable inventions and to preserve and maintain all rights in the Patents, including without limitation the payment when due of all maintenance fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Patents. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Assignor shall not abandon any filed patent application, or any pending patent application or patent, without the consent of the Agent, which consent shall not be unreasonably withheld. The Agent hereby appoints the Assignor as its agent for all matters referred to in the foregoing provisions of this §6 and agrees to execute any documents necessary to confirm such appointment. Upon the occurrence and during the continuance of an Event of Default, the Agent may terminate such agency by providing written notice of termination to the Assignor. Notwithstanding anything to the contrary contained in this §6.2, so long as no Event of Default has occurred and is continuing, nothing in this §6.2 shall require the Asignor to obtain the Agent's consent to the selection of any patent counsel, to prosecute any patent applications, to make an application for unpatented inventions, to preserve and maintain all rights in the Patents and not abandon any patent application or patent if the taking of such action is not in the Assignor's reasonable judgment desirable in the conduct of its business and the failure to take such action does not have a Material Adverse Effect.
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ASSIGNOR'S DUTIES, ETC. The Assignor shall have the duty, within its reasonable business judgment, to prosecute diligently any patent applications of the Patents pending as of the date of this Patent Security Agreement or thereafter, to make application for unpatented but reasonably patentable inventions and to preserve and maintain all rights in the Patents, including without limitation the payment when due of all maintenance fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Patents. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Agent hereby appoints the Assignor as its agent for all matters referred to in the foregoing provisions of this Section 6 and agrees to execute any documents, necessary to confirm such appointment. Upon the occurrence and during the continuance of an Event of Default, the Agent may terminate such agency by providing written notice of termination to the Assignor.
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Related to ASSIGNOR'S DUTIES, ETC

  • Assignor's Duties It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Assignor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.

  • Advisor’s Duties The Advisor shall promptly upon termination of this Agreement:

  • Performance of Duties and Responsibilities Executive shall serve the Company faithfully and to the best of her ability and shall devote her full working time, attention and efforts to the business of the Company during her employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the President and to the Chairman, Chief Executive Officer or to such other person as designated by the Board of Directors of Texas Roadhouse, Inc. (the “Board”). Executive hereby represents and confirms that she is under no contractual or legal commitments that would prevent her from fulfilling her duties and responsibilities as set forth in this Agreement. During her employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and she may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of her duties and responsibilities hereunder.

  • Manager's Duties Manager shall oversee and review Subadviser's performance of its duties under this Agreement. Manager shall also retain direct portfolio management responsibility with respect to any assets of the Funds that are not allocated by it to the portfolio management of Subadviser as provided in Section 1(a) hereof or to any other subadviser. Manager will periodically provide to Subadviser a list of the affiliates of Manager or the Funds (other than affiliates of Subadviser) to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Funds may not invest, together with ticker symbols for all such companies (Subadviser will assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Funds.

  • FAS Duties As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds, as such Administrative Services are applicable to each Fund, and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company with respect to any Fund from time to time:

  • Processor’s General Duties Notwithstanding anything to the contrary in this Agreement: (i) Processor shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Processor shall be fully protected in acting or refraining from acting in good faith without investigation on any notice, instruction or request purportedly furnished to it by AmeriCredit or the Trustee in accordance with the terms hereof, in which case the parties hereto agree that Processor has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Processor has no knowledge of (and is not required to know) the terms and provisions of the Sale and Servicing Agreement referred to in Section 1 above or any other related documentation or whether any actions by the Trustee, AmeriCredit or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith; and (iv) Processor shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or gross negligence.

  • Certain Duties and Responsibilities (a) Except during the continuance of an Event of Default,

  • Position Duties and Responsibilities Place of Performance (a) During the Term of Employment, Executive shall serve as the Chief Executive Officer of the Company, together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time, and shall have such duties typically associated with such title. Executive also shall serve as a member of the Company’s Board, and as an officer and/or director of any subsidiary of the Company, in each case, without additional compensation.

  • Positions, Duties and Responsibilities (A) During the Term of Agreement, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company; shall have the authority, duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company; shall perform such duties relating to the management and operations of the Company, consistent with the foregoing, as may from time to time be assigned to him by the Chief Executive Officer of the Company (the "CEO"); shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the CEO.

  • Certain Duties and Responsibilities of Trustee (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

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