Enforcement of the Intellectual Property Sample Clauses

Enforcement of the Intellectual Property. PGT shall have the sole right, but not the obligation, to enforce any of the Intellectual Property against any third party. The Debtors agrees to join as a party plaintiff in any such action initiated by PGT if reasonably requested by PGT, at the sole cost of PGT, and the Debtors shall use their best efforts to assist PGT as reasonably requested by PGT from time to time at PGT’s sole expense. All proceeds received as a result of PGT’s prosecuting such infringement claim shall be divided by and between the Parties on a pro-rata basis in proportion to their respective interests in the Intellectual Property and costs and expenses related to such proceeding or claim, provided the Debtors have joined as a plaintiff in such action. PGT shall be entitled to settle or resolve any infringement claim relating to the Intellectual Property without the consent of the Debtors.
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Enforcement of the Intellectual Property. The Purchaser shall have the sole right, but not the obligation, to enforce any of the Intellectual Property against any third party. The Vendor agrees to join as a party plaintiff in any such action initiated by the Purchaser if reasonably requested by the Purchaser, at the sole cost of the Purchaser, and the Vendor shall use its best efforts to assist the Purchaser as reasonably requested by the Purchaser from time to time at the Purchaser’s sole expense. All proceeds received as a result of the Purchaser’s prosecuting such infringement claim shall be divided by and between the Parties on a pro-rata basis in proportion to their respective interests in the Intellectual Property and costs and expenses related to such proceeding or claim, provided the Vendor has joined as a plaintiff in such action. The Purchaser shall be entitled to settle or resolve any infringement claim relating to the Intellectual Property without the consent of the Vendor.
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Enforcement of the Intellectual Property the Purchaser shall have the sole right, but not the obligation, to enforce any of such Intellectual Property against any third party. Until payment of the Transaction Based Compensation the Vendor agrees to join as a party plaintiff in any such action initiated by the Purchaser if reasonably requested by the Purchaser, at the sole cost of the Purchaser, and until payment of the Transaction Based Compensation, the Vendor shall use reasonable commercial efforts to assist the Purchaser as reasonably requested by the Purchaser from time to time at the Purchaser’s sole expense. All proceeds or other consideration (net of legal fees, lost business profits and documented expenses incurred by or on behalf of the Purchaser) received as a result of the Purchaser’s prosecuting such infringement claim shall be divided by and between the Parties with eighty five (85%) due to Purchaser and fifteen percent (15%) due to Vendor. The Purchaser shall be entitled to settle or resolve any infringement claim relating to the Intellectual Property without the consent of the Vendor.
Sample 1
Enforcement of the Intellectual Property. Lexaria or PoViva shall have the sole right, but not the obligation, to enforce the Intellectual Property against any third party. The PoViva Members agree to join as a party plaintiff in any such action initiated by Lexaria of PoViva if reasonably requested by Lexaria or PoViva, at the sole cost of Lexaria or PoViva, and the PoViva Members shall use their best efforts to assist Lexaria or PoViva as reasonably requested from time to time at Lexaria’s or PoViva’s sole expense. All proceeds received as a result of prosecuting such infringement claim shall first be used to reimburse Lexaria or PoViva for all costs and expenses associated in bringing prosecuting such infringement action. All remaining proceeds actually received as a result of prosecuting such infringement claim shall be divided by the Parties on a pro-rata basis in proportion to their respective interest in the Intellectual Property and any royalties related thereto, and provided that the PoViva Members have joined as a plaintiff in such action. Lexaria or PoViva shall be entitled to settle or resolve any infringement claim relating to the Patents without the consent of the PoViva Members.
Sample 1
Enforcement of the Intellectual Property. Purchaser shall have the sole right, but not the obligation, to enforce any of the Intellectual Property against any third party. Seller agrees to join as a party plaintiff in any such action initiated by Purchaser if reasonably requested by Purchaser, at the sole cost of Purchaser, and Seller shall use its best efforts to assist Purchaser as reasonably requested by Purchaser from time to time at Purchaser’s sole expense. All proceeds received as a result of Purchaser’s prosecuting such infringement claim shall first be used to reimburse Purchaser for all costs and expenses associated in bringing prosecuting such infringement action. All remaining proceeds actually received as a result of prosecuting such infringement claim shall be divided by the Parties on a pro-rata basis in proportion to their respective interest in the Intellectual Property and any royalties related thereto, and provided Seller has joined as a plaintiff in such action. Purchaser shall be entitled to settle or resolve any infringement claim relating to the Intellectual Property without the consent of Seller.
Sample 1
Enforcement of the Intellectual Property. Buyer shall have the sole right, but not the obligation, to enforce the Intellectual Property against any third party. The Sellers agree to join as a party plaintiff in any such action initiated by Buyer, if reasonably requested to do so in writing by Buyer, at the sole cost of Buyer, and the Sellers shall use their diligent best efforts to assist Buyer, as reasonably requested from time to time, at Buyer’s sole expense. All proceeds received as a result of prosecuting such infringement claim shall belong exclusively to Buyer.
Sample 1

Related to Enforcement of the Intellectual Property

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Intellectual Property Remedies (a) For the purpose of enabling the Agent to exercise the rights and remedies under this Article 5 at any time when an Event of Default exists and at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent a power of attorney to sign any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office, domain name registrar or similar registrar in order to effect an absolute assignment of all right, title and interest in each registered Patent, Trademark, Domain Name and Copyright and each application for any such registration, and record the same. At any time when an Event of Default exists, the Agent may (i) declare the entire right, title and interest of such Grantor in and to each item of Intellectual Property Collateral to be vested in the Agent for the benefit of the Secured Parties, in which event such right, title and interest shall immediately vest in the Agent for the benefit of the Secured Parties, and the Agent shall be entitled to exercise the power of attorney referred to in this Section 5.03 to execute, cause to be acknowledged and notarized and record such absolute assignment with the applicable agency or registrar; (ii) sell any Grantor’s Inventory directly to any Person, including without limitation Persons who have previously purchased any Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Agent’s rights under this Security Agreement and subject to any restrictions contained in applicable third party licenses entered into by such Grantor, sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Intellectual Property Collateral owned by or licensed to any Grantor, and the Agent may finish any work in process and affix any relevant Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein; (iii) direct such Grantor to refrain, in which event such Grantor shall refrain, from using any Intellectual Property Collateral in any manner whatsoever, directly or indirectly; and (iv) assign or sell any Patent, Trademark, Copyright, Domain Name, and/or Trade Secret, as well as the goodwill of such Grantor’s business symbolized by any such Trademark and the right to carry on the business and use the assets of such Grantor in connection with which any such Trademark or Domain Name has been used. (b) Each Grantor hereby grants to the Agent an irrevocable (until the Termination Date), nonexclusive, royalty-free, worldwide license to its right to use, license or sublicense any Intellectual Property Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and (to the extent not prohibited by any applicable license) to all computer software and programs used for compilation or printout thereof. The use of the license granted to the Agent pursuant to the preceding sentence may be exercised, at the option of the Agent, only when an Event of Default exists; provided that, any license, sublicense or other transaction entered into by the Agent in accordance with this clause (b) shall be binding upon each Grantor notwithstanding any subsequent cure of the relevant Event of Default.

  • Enforcement of Proprietary Rights I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

  • Contractor Intellectual Property Contractor shall retain all right, title and interest in and to any work, ideas, inventions, discoveries, tools, methodology, computer programs, processes and improvements and any other intellectual property, tangible or intangible, that has been created by Contractor prior to entering into this Contract (“Contractor Intellectual Property”). Should the State require a license for the use of Contractor Intellectual Property in connection with the development or use of the items that Contractor is required to deliver to the State under this Contract, including Work Product (“Deliverables”), the Contractor shall grant the State a royalty-free license for such development and use. For the avoidance of doubt, Work Product shall not be deemed to include Contractor Intellectual Property, provided the State shall be granted an irrevocable, perpetual, non-exclusive royalty-free license to use any such Contractor Intellectual Property that is incorporated into Work Product.

  • Intellectual Property Matters A. Definitions

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

  • Enforcement of Intellectual Property Rights and Assistance During and after the period of my employment, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Third Party Intellectual Property 4.1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable. 4.2. Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

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