Ownership By the Manager Sample Clauses

Ownership By the Manager. The Manager expressly acknowledges the Owner's exclusive right, title and interest in and to the Trademarks, the Indicia of Ownership and the Trade Secrets (collectively, the "Proprietary Items"), both collectively and individually, and agrees not to represent in any manner that the Manager has any ownership rights therein. The Manager further agrees that use of the Proprietary Items at the Restaurant shall not create in Manager's favor any right, title or interest or other attributes of ownership in or to the Proprietary Items. The Manager acknowledges and expressly agrees that any and all goodwill associated with the Proprietary Items and "Shells" system for developing and operating restaurants shall inure exclusively to the benefit of the Owner. The Manager shall have no claim for compensation for any part of the goodwill attributable to the use of the Proprietary Items at the Restaurant or to the Manager's performance of its duties under this Agreement.
Sample 1
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Ownership By the Manager. The Manager covenants that it owns all right, title and interest in and to the Trademarks, Trade Secrets and the Indicia of Ownership (referred to collectively as the “Proprietary Items”) so as to permit their use in connection with the Restaurant. The Owner expressly acknowledges the Manager’s exclusive right, title and interest in and to the Proprietary Items, both collectively and individually, and agrees not to represent in any manner that the Owner has any ownership rights therein. The Owner further agrees that use of the Proprietary Items at the Restaurant shall not create in Owner’s favor any right, title or interest or other attributes of ownership in or to the Proprietary Items. The Owner acknowledges and expressly agrees that any and all goodwill associated with the Proprietary Items and the Manager’s system for developing and operating Shells restaurants shall inure exclusively to the benefit of the Manager. The Owner shall have no claim for compensation for any part of the goodwill attributable to the use of the Proprietary Items at the Restaurant or to the Owner’s performance of its duties under this Agreement.
Sample 1

Related to Ownership By the Manager

  • Termination by the Manager 10.3.1 The Manager may terminate this Agreement effective upon 180 days’ prior written notice of termination to the Service Recipients without payment of any termination fee if:

  • Ownership by the Company If, during Executive’s employment by the Company, Executive creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such work is created solely by Executive or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), including any Work Product, the Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’s employment; or, if the work relating to the Company’s business, products, or services is not prepared by Executive within the scope of Executive’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. If the work relating to the Company’s business, products, or services is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that is deemed to be a work made for hire during Executive’s employment by the Company, then Executive hereby agrees to assign, and by these presents does assign, to the Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

  • EXPENSES BORNE BY THE MANAGER The Manager will pay:

  • Actions by the Member All actions of the Member may be taken by written resolution of the Member which shall be signed on behalf of the Member by an authorized officer of the Member and filed with the records of the Company.

  • Indemnification by the Manager The Trust shall not be responsible for, and the Manager shall indemnify and hold the Trust or any Fund harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties on the part of the Manager or any of its officers, directors, employees or agents.

  • COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, based on the Fund’s Average Net Assets, computed and paid monthly at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended. The Fund’s “

  • Penalty With Respect to Securities Repurchased by the Manager If pursuant to the provisions of Section 5.1 hereof and prior to the termination of the Manager’s authority to cover any short position incurred under the applicable AAU or such other date as the Manager may specify in a Wire, either: (a) the Manager purchases or contracts to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, you for direct sale or any Securities sold pursuant to Section 3.4 hereof for which you received a portion of the Selling Concession set forth in the applicable AAU, or any Securities which may have been issued on transfer or in exchange for such Securities, and which Securities were therefore not effectively placed for investment, or (b) if the Manager has advised you by Wire that trading in the Securities will be reported to the Manager pursuant to the “Initial Public Offering Tracking System” of The Depository Trust Company (“DTC”) and the Manager determines, based on notices from DTC, that your customers sold a number or amount of Securities during any day that exceeds the number or amount previously notified to you by Wire, then you authorize the Manager either to charge your account with an amount equal to such portion of the Selling Concession set forth in the applicable AAU received by you with respect to such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, or to require you to repurchase such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, at a price equal to the total cost of such purchase, including transfer taxes, accrued interest, dividends, and commissions, if any.

  • Removal of the Manager The Manager may be removed as Manager under this Agreement by the vote or written consent of Members holding not less than 80% of the total number of votes eligible to be cast by all Members.

  • Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

  • Status of the Manager The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

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