Effective Transfer of Necessary Rights Sample Clauses

Effective Transfer of Necessary Rights. Upon the Closing, by means of this Agreement, together with the documents, instruments and agreements contemplated hereby, Seller will transfer good and marketable title to all Acquired Assets (including the Intellectual Property, as defined hereafter) to Buyer, free and clear of all Encumbrances. The Acquired Assets transferred to Buyer pursuant to this Agreement, and the documents, instruments and agreements contemplated hereby will include all necessary assets and intellectual property rights related to the Seller's Business, free and clear of all Encumbrances.
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Effective Transfer of Necessary Rights. Upon the Closing, by -------------------------------------- means of this Agreement, together with the documents, instruments and agreements contemplated hereby, Seller will transfer good and marketable title to all Acquired Assets (including the Intellectual Property) to Buyer, free and clear of all liens, pledges, security interests, encumbrances, claims and the like. The Acquired Assets (including the Intellectual Property) transferred to Buyer pursuant to this Agreement, and the documents, instruments and agreements contemplated hereby will include all necessary assets and intellectual property rights related to the Seller Emulation Business, free and clear of all liens, pledges, security interests, encumbrances, claims and the like.
Sample 1
Effective Transfer of Necessary Rights. Pursuant to the Asset Purchase Agreement and the documents, instruments and agreements contemplated thereby, Seller will either (i) license the Proprietary Rights or (ii) transfer good title to the Proprietary Rights to Purchaser. The Proprietary Rights sold or licensed to Purchaser pursuant to the Asset Purchase Agreement and the documents, instruments and agreements contemplated thereby, including but not limited to this Agreement, will transfer all necessary Intellectual Property rights which Seller has the right and authority to transfer to Purchaser to conduct the Logic Business, at least to the extent carried on by Seller immediately prior to the Closing Date, with the mutual understanding that conduct of the Logic Business by Purchaser may require that Purchaser utilize in conjunction therewith the intellectual property rights, business organization and capabilities presently in Purchaser's possession.
Sample 1
Effective Transfer of Necessary Rights. By means of this Agreement, together with the documents, instruments and agreements contemplated hereby, Seller will transfer to Buyer good and marketable title to all Seller Assets and the related Proprietary Rights. The Seller Assets and the Proprietary Rights sold to Buyer, and the Customer Intangibles licensed to Buyer, pursuant to this Agreement, the Customer Intangibles License and the documents, instruments and agreements contemplated hereby and thereby, will transfer all assets and intellectual property rights (a) used by ASA and/or Seller in conducting the Business and (b) required by Buyer to conduct the Business as previously conducted by Seller and ASA.
Sample 1

Related to Effective Transfer of Necessary Rights

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Transfer of Know-How To facilitate Licensee’s accomplishment of the responsibilities set forth in Section 4.01 above, within thirty (30) days of the Effective Date of this Agreement GenuPro shall in good faith supply Licensee with copies of the GenuPro Know-How, Lilly Know-How and Lilly Manufacturing Know-How pertinent to the development of the GenuPro Compound in the Field that GenuPro is able to provide using commercially reasonable efforts and which is in the possession of GenuPro on the Effective Date, and shall transfer to Licensee the legal title to any IND on the GenuPro Compound presently on file in GenuPro’s name with the FDA and any comparable filings in other countries of the Territory. GenuPro shall also facilitate transfer of GenuPro Compound manufacturing-related information (including any associated quality and analytical information) to Licensee from those Third Parties from which GenuPro or PPD has received quotations for manufacturing GenuPro Compound that GenuPro is not under any obligation to keep confidential from a third party. GenuPro will provide Licensee with all relevant information available and known to GenuPro or PPD concerning the safety, handling, use, disposal and environmental effects of the GenuPro Compound or as may be useful to Licensee to conduct the Project, including but not limited to any communications with regulatory agencies. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Transfer of Technology Upon AVENTIS' request, GENTA shall promptly disclose to AVENTIS such of the GENTA TECHNOLOGY as AVENTIS determines is reasonably necessary for AVENTIS to perform its obligations or exercise its rights under this AGREEMENT. The manner of such disclosure shall be as mutually determined by the Parties in good faith and shall be at no additional cost to AVENTIS.

  • Transfer of Permits Seller will use its best efforts to assist Buyer to effect the assignment or other transfer of Permits from Seller to Buyer as of or as soon as practicable after the Closing Date.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Materials In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Transfer of Intellectual Property The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Transfer of Company Property On or before the Termination Date, Executive shall turn over to the Company all files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or control at the time he signed this Agreement.

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