Intellectual Property Registrations. BioXcel shall authorize and request that any officials of any state or foreign country whose duty it is to issue intellectual property registrations (including letters patent) (a) issue all registrations from any from any applications for registrations, and (b) transfer any applications or registration as applicable, in each case that are included in the Intellectual Property to BTI at BioXcel’s expense.
Intellectual Property Registrations. I will assist the Corporation, or its designate, at the Corporation’s expense, in every proper way to secure the Corporation’s rights in the Work Products and any copyrights, patents, trademarks or other intellectual property rights relating thereto in any and all countries and jurisdictions, including, without limitation, (i) disclosing to the Corporation all pertinent information and data with respect thereto, (ii) executing all applications, specifications, oaths, waivers of moral rights, assignments and all other instruments which the Corporation shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Corporation the sole and exclusive right, title and interest in and to such Work Products and any copyrights, patents, trademarks or other intellectual property rights relating thereto, and (iii) the defence of any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such copyrights, patents, trademarks or other intellectual property rights. My obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue following the end of my employment, howsoever caused, without further compensation.
Intellectual Property Registrations. Prior to the Closing Date, the Endo Companies shall execute or have executed and file any documents reasonably requested, drafted and provided by Buyers to effect the change of ownership and recordals with any applicable patent, trademark, and copyright offices and domain name registrars and other similar authorities (i) where Intellectual Property included in the Transferred Assets is still recorded in the name of legal predecessors of any Endo Company or any Person other than an Endo Company or (ii) where the relevant recordals of the patent, copyright, and trademark offices, and domain name registrars, and other similar authorities with respect to any Endo Company’s Intellectual Property included in the Transferred Assets are materially incorrect for any other reason; provided that, in each case, the form and content of any such documents shall be subject to Seller Parent’s agreement, not to be unreasonably withheld, conditioned or delayed. Buyers shall reimburse Sellers for any reasonable out of pocket costs incurred by Sellers in fulfilling Sellers’ obligations under this Section 5.14.
Intellectual Property Registrations. Within 60 days after the Closing Date (or such longer period, not to exceed thirty (30) additional days, as Agent may approve in writing), deliver to Agent evidence, in form and substance satisfactory to Agent in its Permitted Discretion, of the transfer, as of record, of the Registered Intellectual Property of the Loan Parties registered in the United States of America or Canada.
Intellectual Property Registrations. Prior to Closing, the Company will direct its current intellectual property counsel to forward all correspondence regarding Intellectual Property Registrations to Parent’s intellectual property counsel, Sxxxxxxx Xxxx P.C.
Intellectual Property Registrations. Section 2.13(d) of the Disclosure Schedule identifies each Intellectual Property Registration that is registered or filed in the name of the Company or any Subsidiary, alone or jointly with others, in each case enumerating specifically the applicable filing or registration number, title, subject matter, jurisdiction in which the filing was made or from which registration issued, date of filing or issuance, names of current registered owners (if other than the Company), and status of any required issuance, renewal, maintenance or other payments due within one year following the date of this Agreement. All assignments of Intellectual Property Registrations have been properly executed and recorded. To the knowledge of the Company, all Intellectual Property Registrations to the Company are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Company or any Subsidiary, as applicable.
Intellectual Property Registrations. On or prior to the Transfer Date, the Selling Entities shall execute the assignment documents prepared by the Purchasing Entities in the form set out as Exhibit E to transfer and assign all Intellectual Property applications and registrations for the Intellectual Property which form part of the Purchased Assets and shall provide such assignment documents to the Purchasing Entities for filing with the relevant Governmental Body. The Parties hereto agree to cooperate fully for an orderly transfer of such applications and registrations.
Intellectual Property Registrations. Prior to the Closing Date, the Sellers shall use commercially reasonable efforts to effect the necessary change of ownership and recordals with all patent, trademark, and copyright offices and domain name registrars and other similar authorities (i) where Intellectual Property of any Seller is still recorded in the name of legal predecessors of any Seller or any Person other than a Seller or (ii) where, to the Knowledge of the Sellers, the relevant recordals of the patent, copyright, and trademark offices, and domain name registrars, and other similar authorities, with respect to any Seller’s Intellectual Property, are materially incorrect for any other reason.
Intellectual Property Registrations. All registrations, filings, and applications made by, on behalf of, or in the name of the Corporation (or under obligation of assignment to the Corporation) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Corporation Intellectual Property Right (collectively, “Corporation IP Registrations”) are set forth on in the Triller LLC 2024 S-1. The Corporation will, upon request of Parent, provide Parent with the jurisdictions in which such Corporation IP Registration has been issued, or applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation IP Registrations. All of the Corporation IP Registrations are valid, enforceable, and subsisting. There is no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Corporation IP Registrations. There are no actions that must be taken by the Corporation or Parent within 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Corporation IP Registrations have been made and all necessary documents, recordations, and certificates in connection with the Corporation IP Registrations have been filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Corporation IP Registrations. The Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any Corporation IP Registration. The Corporation has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Corporation IP, in a manner that would result in ...
Intellectual Property Registrations. Schedule 2.16.5 to the Disclosure Memorandum sets forth all registrations and applications made by or on behalf of the Company in any jurisdiction, domestic, foreign or otherwise, of any patents, copyrights, mask works, trademarks, service marks, design rights, domain names and any other Company-Owned IP and all foreign equivalents (collectively, “Company IP Registrations”). All of the Company IP Registrations are valid, enforceable and subsisting. There are no other actions that must be taken by the Company or the Parent within 180 days after the date of this Agreement for the purpose of obtaining, maintaining, perfecting, preserving or renewing any Company IP Registration. The Company has not conducted its business, and has not used or enforced (or failed to use or enforce) the Company-Owned IP, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Company IP Registrations, and has not taken (or failed to take) any action that would result in the forfeiture or relinquishment of any of the Company IP Registrations. Schedule 2.16.5 to the Disclosure Memorandum also lists all trademarks, trade names, service marks, logos, domain names or other source identifiers currently used by the Company but for which no registration has been sought. There have been no interferences, re-examinations or oppositions brought or threatened to be brought involving any of the Company IP Registrations. The Company has the sole right to file, prosecute and maintain all applications and registrations with respect to the Company-Owned IP.
