Grant and Assignment Sample Clauses

Grant and Assignment. Party-2 acknowledges and agrees that all Employee Developments are owned by Party-1 in the entirety as: (a) "works made for hire" (to the extent permitted by Law) in which Party-1 owns all copyrights as the author and all other intellectual property and proprietary rights, if legally applicable; and (b) the exclusive owner or assignee of all intellectual property and proprietary rights to the Employee Developments, including, but not limited to, all rights to the Employee Developments' inventions, know-how and processes. To the extent that any works within the Employee Developments may not be considered "works made for hire" under the United States copyright Laws, and to the extent that any rights to the Employee Developments may be vested in Party-2, Party-2 hereby irrevocably grants and assigns, free and clear of any liens, claims or encumbrances, exclusively to Party-1, each and every right in the Employee Developments throughout the world, including all copyright, patent, trade secret, and all other intellectual property and proprietary rights, together with all renewals and extensions thereto, and the right to bring actions for past and future infringement. This grant and assignment may be confirmed in a form acceptable to Party-1.
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Grant and Assignment. Pursuant to Article ____ of the Operating Agreement for the Company and the terms of this Assignment and Assumption Agreement, and for value received, Assignor hereby grants, assigns, orders and transfers (collectively "Assigns") the Interest and all of its rights in or connected with the Interest to the Assignee. Upon such grant, assignment, order, and transfer (collectively, "Assignment"), Assignee shall be deemed to be the owner of the Assignor's rights as Member of the Company with respect to the Interest.
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Grant and Assignment. 2.1 With effect from the Effective Date, Shire shall have a fully paid irrevocable, exclusive right and licence to develop, manufacture (subject only to Clause 2.6), use, sell and have sold and distribute any Product within the Territory. Glycyx hereby grants to Shire: 2.1.1 a fully paid, irrevocable, exclusive right and licence under the Formulation and Use Patents (subject always to Clause 2.6) to develop, manufacture, use, sell and have sold and distribute any Product within the Territory. The licence granted in this Clause 2.1.1 shall continue in relation to each country in the Territory for so long as any Product is within a Valid Claim of the Formulation and Use Patent which relates to each such country. 2.1.2 a fully paid, irrevocable, exclusive right and licence (subject always to Clause 2.6) to use the Glycyx Manufacturing Technology and the Glycyx Product Information (and any Intellectual Property Rights therein or relating thereto as at the Effective Date) and any other Intellectual Property Rights owned, licensed to or within the control of Glycyx as at the Effective Date relating exclusively to Balsalazide or the Product in any of the development, manufacture, use, sale and distribution of any Product in the Territory. The licence granted in this Clause 2.1.2 shall continue in force for so long as the Glycyx Manufacturing Technology or Glycyx Product Information shall remain confidential or any such Intellectual Property Rights shall remain valid and enforceable. 2.1.3 the licence granted in Clause 2.1.1 and 2. 1.2 shall be exclusive in the Territory to the exclusion of all other persons including Glycyx and its Affiliates except that Glycyx and its Affiliates shall have the rights as specified under Clause 2.6. The Parties acknowledge that Astra has rights to distribute the Product in the Existing Territory until each of the relevant Transfer Dates under and in accordance with the terms of the Astra Agreement.
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Grant and Assignment. 3.1. CBI grants to RDS, including its AFFILIATES, and RDS accepts an exclusive, sub-license to make, have made, use, sell, and sub-license the INTELLECTUAL PROPERTY in the FIELD in the TERRITORY. 3.1.1. RDS shall use reasonable efforts to market LICENSED PRODUCTS in the FIELD and will manufacture its LICENSED PRODUCTS within the United States 3.2. CBI will seek assignment of the ICE LICENSE to RDS. 3.3. CBI will provide to RDS its customer list and sales history for the past two (2) fiscal years. 3.4. CBI will cease its business as a provider of research products relating to the INTELLECTUAL PROPERTY and ICE LICENSE as defined herein. 3.5. CBI may continue to produce REAGENTS and COMBINATiON PRODUCTS, using the INTELLECTUAL PROPERTY, for its own research use and may also provide REAGENTS and/or COMBINATION PRODUCTS to their collaborators, at no charge, for use in CBI-sponsored research directed toward the development of applications of the INTELLECTUAL PROPERTY outside of the FIELD. 3.6. Should CBI dissolve, file for bankruptcy, has filed against it an involuntary petition of bankruptcy which is not dismissed within thirty (30) days after the date of filing, or otherwise cease to actively conduct its business, all rights to the INTELLECTUAL PROPERTY for use in the FIELD in the TERRITORY shall be assigned to RDS.
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Grant and Assignment. For good and valuable consideration, Trustor hereby irrevocably and unconditionally grants, transfers and assigns to Trustee, in trust, with power of sale and right of reentry and possession, all right, title and interest of Trustor in the Land; TOGETHER with all right, title and interest of Trustor, if any, in all buildings and improvements now located or hereafter to be constructed thereon (collectively "Improvements"); TOGETHER with all right, title and interest of Trustor, if any, in the appurtenances, privileges, easements, franchises and tenements thereof, including all minerals, oil, gas and other hydrocarbon substances thereon or therein, air rights, water rights and development rights, and any land lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Land and Improvements; TOGETHER with all right, title and interest of Trustor, if any, in all equipment, machinery, fixtures, chattels, furniture, furnishings and other articles of tangible personal property and any additions to, substitutions for, changes in or replacements of the whole or any part thereof now or at any time hereafter affixed to, attached to, placed upon or used in any way in connection with the use, enjoyment, occupancy or operation of the Land and Improvements or any portion thereof, including all building materials and equipment now or hereafter delivered to the Land and Improvements and intended to be installed in or about the same, and all inventory,
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Grant and Assignment. For value received, and subject to the limitations set forth in Section 2, Assignors hereby grant, assign, and transfer (collectively "Assigns") all of their right, title and interest in or connected with the ENCOAL Services Agreement to Assignee.
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Grant and Assignment. 2.01 Licensor grants, as of the Effective Date, and subject to the outstanding exclusive grants in Japan and South Africa, a royalty-free license under the Licensor's Licensed Technology to make, use and sell the Licensed Products in the Territory, and to sell Licensee's products using Licensed Technology, subject to the terms and conditions of this Agreement. 2.02 The License granted in this Article 2 shall include the right to grant sublicenses of the Licensed Technology within the Territory, providing that, for a period of [ * ] from the Effective Date, the party receiving such sublicense [ * ], said sublicense to be effective only for so long as [ * ] * Brackets indicate confidential material omitted and filed separately with the S.E.C. [ * ]. No other sublicense rights are granted herein. This Article does not preclude partial assignment as allowed under Article 13. 2.03 Licensor agrees, for a period of 20 years from the Effective Date, or until termination of this License Agreement, not to grant any further licenses under the Licensed Technology to make, use and sell the Licensed Products in the Territory, except to Affiliates of Licensor, said sublicense to be effective only for so long as they remain an Affiliate of Licensor. Subject to the Non-Compete Agreement, Licensor is free to make, use or sell Licensed Products or use Licensed Technology in the Licensed Territory. 2.04 To the extent that it is legally entitled to do so, and subject to the acceptance, if required, of existing licensees, Licensor agrees to assign to Licensee, effective as of the Effective Date, the Technical Assistance agreement dated April 1, 1970, and amendments and extensions thereof, between Licensor and Toshiba-Monofrax Company, Ltd and the Technical Service and license agreement dated January 1, 1981, and amendments and extensions thereof, between Licensor and Carborundum-Universal S.A. (Pty) Ltd., both of which agreements pertain to ceramic fiber. Licensor herein grants to Licensee such license necessary to enable Licensee to fulfill its obligations under said assigned agreements. This license shall be valid only for the current term of each such agreement, without renewal or extension, and only applicable to said agreements. Thereafter, Toshiba-Monofrax and Carborundum-Universal S.A. shall, for purposes of grants under Article 2.02 of this Agreement, be considered Affiliates of Licensee. Licensee shall be responsible for providing technical and engineering service to T...
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Grant and Assignment. For consideration and value received, Debtor hereby mortgages, conveys and assigns as security all of Debtor's right, title and interest in and grants to Secured Party a security interest in, the Collateral to secure the Indebtedness.
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Grant and Assignment 
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Related to Grant and Assignment

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Amendment and Assignment This Agreement may be amended only in writing and signed by both parties. This Agreement may not be assigned to another party.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Benefit and Assignment This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party hereto may voluntarily or involuntarily assign such party's interest under this Agreement without the prior written consent of the other parties.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • Delegation and Assignment 21 In the performance of this Agreement, CONTRACTOR may neither 22 delegate its duties or obligations nor assign its rights, either in whole or 23 in part, without the prior written consent of COUNTY. Any attempted 24 delegation or assignment without prior written consent shall be void. The

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