IP Registrations Sample Clauses

IP Registrations. Prior to the Closing, PKI shall, and shall cause its Affiliates to use commercially reasonable efforts to take all actions and file all documents to cause the title, registration and ownership records at all applicable Governmental Entities and registrars for all Intellectual Property registrations and applications included in the Business IP to be updated to the name of an Asset Seller in a manner that is complete and accurate as of the Closing Date. PKI shall deliver to Buyer at or promptly after Closing all documents executed and/or filed by PKI or its Affiliates pursuant to the preceding sentence, and PKI and Buyer shall discuss and agree in good faith on, and shall use commercially reasonable efforts to implement, a plan to finalize, execute and file any documents and agreements described in the preceding sentence that have not yet been executed and/or filed. PKI shall be responsible for (i) all external costs relating to preparing, executing and filing all assignments or other documents that are required to correct and update chain of title such that an Asset Seller is the owner of record for the foregoing registrations and applications, with respect to any and all prior owners thereof, and (ii) fifty percent (50%) of all external costs relating to preparing, executing or filing any assignment or other document that is required to be recorded with any applicable Governmental Entity or registrar to establish PerkinElmer U.S. LLC, PerkinElmer Scientific Canada ULC, PerkinElmer (UK) Limited or PerkinElmer AES (UK) Limited (as applicable) as the assignee of the applicable Intellectual Property registration or application of any applicable Asset Seller as part of the Pre-Closing Transactions (“Shared IP Assignment Costs”), in each case, whether the foregoing activities occur before or after the Closing. Buyer shall be responsible for (i) all external costs relating to preparing, executing and filing all assignments or other documents that are required to be recorded with all applicable Governmental Entities and registrars to establish Buyer or any of its designees as the assignee from the applicable Asset Seller (for the avoidance of doubt, including for all such assignments or other documents for establishing PerkinElmer U.S. LLC as the assignee from the applicable non-U.S. Asset Sellers) and (ii) fifty percent (50%) of the Shared IP Assignment Costs, in each case, whether the foregoing activities occur before or after the Closing.
Sample 1
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IP Registrations. Prior to the Closing, PKI shall, and shall cause its Affiliates to use commercially reasonable efforts to take all actions and file all documents to cause the title, registration and ownership records at all applicable Governmental Entities and registrars for all Intellectual Property registrations and applications included in the Business IP to be updated to the name of an Asset Seller in a manner that is complete and accurate as of the Closing Date. PKI shall deliver to Buyer at or promptly after Closing all documents filed by PKI or its Affiliates pursuant to the preceding sentence, and PKI and Buyer shall discuss and agree in good faith on, and shall use commercially reasonable efforts to implement, a plan to finalize and file any filings described in the preceding sentence that have not yet been filed. PKI shall be responsible for all costs relating to preparing, executing and filing all assignments that are required to correct and update chain of title such that an Asset Seller is the owner of record for the foregoing registrations and applications, with respect to any and all prior owners thereof, and Buyer shall be responsible for all costs relating to preparing, executing and filing all assignments that are required to be recorded with all applicable Governmental Entities and registrars to establish Buyer or its designee as the assignee from the applicable Asset Seller, in each case, whether the foregoing activities occur before or after the Closing.
Sample 1

Related to IP Registrations

  • Licenses and Registrations It has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approvals.

  • Filings, Registrations and Recordings Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be in proper form for filing, registration or recordation.

  • Registrations Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business that are listed in Schedule 12(a) or 12(b) to the Perfection Certificate, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other person to use, any copyright, patent or trademark (as such terms are defined in the Security Agreement) listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • Protection and Registration of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • Other Registrations If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

  • No Piggyback on Registrations; Prohibition on Filing Other Registration Statements Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

  • GST Registration The Seller is a registrant for the purposes of the goods and services tax provided for under the ETA under registration no. 887009744 RT 0001.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.

  • Priority on Registrations (i) Notwithstanding the provisions of Section 2(a) hereof, in the case of an Underwritten Offering by the Company of Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, the managing underwriter or underwriters of the Underwritten Offering may limit the number of Registrable Common Shares included in the Underwritten Offering pursuant to any Registration Statement or qualification if, in its or their reasonable opinion, the number of Registrable Common Shares proposed to be sold in such Underwritten Offering exceeds the number that can be sold without materially adversely interfering with the orderly sale and distribution of the securities being offered pursuant to such Registration Statement or qualification. In the event the number is to be so limited in the Underwritten Offering, qualification or registration, a sufficient number of securities shall be eliminated to reduce the total amount of securities to be included in such Underwritten Offering, qualification or registration to the amount recommended by such underwriter. In reducing the amount of securities to be included in such Underwritten Offering, qualification or registration, the Company will include in such Underwritten Offering, qualification or registration (A) first, all securities the Company proposes to sell, and (B) second, to the extent not inconsistent with the Stock Purchase Agreement or the Securities Purchase Agreement dated as of November 13, 1995 by and among the Company, Partners I and Parallel I, as amended, and all documents related thereto, all Registrable Common Shares Beneficially Owned by Holders requested to be included in the Underwritten Offering, qualification or registration and Common Shares requested to be included by other holders of Common Shares who have registration rights in respect thereof pari passu with the registration rights granted hereby, reduced pro rata according to the number of Registrable Common Shares or Common Shares which are Beneficially Owned by Holders and each such other holder, as the case may be, and requested to be included in such registration or qualification in good faith with the bona fide intention of selling the same.

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