Quit Claims Sample Clauses

Quit Claims. By execution of this Agreement, Employee: (i) assigns and quit claims to the Company all right, title and interest as relates to the Business of the Company in any patentable or potentially patentable invention or design within the meaning of Title 35 of the United States Code, and any utility or design created or discovered by the Employee during the course of his employment with the Company; and (ii) agrees that if during the course of his employment by the Company, he discovers, invents or produces, without limitation, any information, formulae, product, device, software, system, technique, drawing, program or process, which is a “trade secret” within applicable law or deemed to be such in the opinion of the Company’s board of directors, such information formulae, product, device, system, technique, drawing, program or process shall be assigned to the Company. Employee agrees to fully cooperate with the Company in: (A) protecting the value and secrecy of any such trade secrets, and further agrees to execute any and all documents the Company deems necessary to document any such assignment to the Company; and (B) Employee designates the Company his attorney-in-fact to execute any documents the Company may deem necessary that relates to any such trade secret or assignment thereof to the Company. Notwithstanding anything to the contrary herein, this Agreement does not apply to any invention (“Employee Owned Invention(s)”) for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Employee’s own time, unless: (a) the invention relates: (i) to the Business of the Company; or (ii) to the Company’s actual research or development; or (b) the invention results from any work performed by the Employee for the Company. Except as noted on the signature page hereof, Employee claims no right in any inventions as of the date hereof.
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Quit Claims. By execution of this Agreement, Employee: (i) assigns and quit claims to the Company all right, title and interest as relates to the Business of the Company in any patentable or potentially patentable invention or design within the meaning of Title 35 of the United States Code, and any utility or design created or discovered by the Employee during the course of his employment with the Company; and (ii) agrees that if during the course of his employment by the Company, he discovers, invents or produces, without limitation, any information, formulae, product, device, software, system, technique, drawing, program or process, which is a “trade secret” within applicable law or deemed to be such in the opinion of the Company’s board of directors, such information formulae, product, device, system, technique, drawing, program or process shall be assigned to the Company. Employee agrees to fully cooperate with the Company in: (A) protecting the value and secrecy of any such trade secrets, and further agrees to execute any and all documents the Company deems necessary to document any such assignment to the Company; and (B) Employee designates the Company his attorney-in-fact to execute any documents the Company may deem necessary that relates to any such trade secret or assignment thereof to the Company.
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Quit Claims. Vendor has entered into validly executed and enforceable quit claim agreements with such applicable Vendor Partners set forth in Schedule "L" which validly transfer and convey the interests in the Assets from such Vendor Partners to Vendor prior to Closing, free and clear of all encumbrances other than Permitted Encumbrances and Vendor shall provide to Purchaser prior to Closing, true and complete copies of such quit claim agreements, which quit claim agreements remain in full force and effect and unamended;
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Quit Claims. By execution of this Agreement, Employee: (i) assigns and quit claims to the Company all right, title and interest as relates to the Business of the Company in (x) any patentable or potentially patentable invention or design within the meaning of Title 35 of the United States Code, and any utility or design created or discovered by Employee prior to the date hereof or during the course of his employment with the Company and (y) all copyright interests owned or claimed by Employee pertaining to all media, devices and documentation comprising all of the software used in the Business as of the date hereof; and (ii) agrees that if during the course of his employment by the Company, he discovers, invents or produces, without limitation, any information, formulae, product, device, software, system, technique, drawing, program or process, which is a "trade secret" within applicable law or deemed to be such in the opinion of the Company's board of directors, such information formulae, product, device, system, technique, drawing, program or process shall be assigned to the Company. Employee agrees to fully cooperate with the Company in protecting the value and secrecy of any such trade secrets, and further agrees to execute any and all documents the Company deems necessary to document any such assignment to the Company. Employee designates the Company his attorney-in-fact to execute any documents the Company may deem necessary that relates to any such trade secret or assignment thereof to the Company.
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Quit Claims. By execution of this Agreement, Consultant: (i) assigns and quit claims to Company all right, title and interest as relates to the Business of Company in (x) any patentable or potentially patentable invention or design within the meaning of Title 35 of the United States Code, and any utility or design created or discovered by Consultant prior to the date hereof or during the course of Consultant’s performance of services for Company, including but not limited to, all right, title and interest of Consultant with respect to all existing patents and patent applications held by Company or which otherwise name Consultant as an inventor (collectively, the “Intellectual Property”) and (y) all copyright and trademark interests owned or claimed by Consultant pertaining to all products, product names, brands, media, devices and documentation comprising all of the technology used in the Business as of the date hereof; and (ii) agrees that if during the course of Consultant’s performance of services for Company, Consultant discovers, invents or produces, without limitation, any information, formulae, product, device, software, system, technique, drawing, program or process, which is a “trade secret” within applicable law or deemed to be such in the opinion of Company, such information formulae, product, device, system, technique, drawing, program or process shall be assigned to Company by Consultant. Consultant agrees to fully cooperate with Company in protecting the value and secrecy of any such trade secrets, and further agrees to execute any and all documents Company deems necessary to document any such assignment to Company. Consultant designates Company as his attorney-in-fact to execute any documents Company may deem necessary that relates to any such trade secret or assignment thereof to Company. In consideration of the assignments under this Section 9, Company shall indemnify and hold harmless Consultant from any loss, damage, liability, cost or expense, including reasonable attorney’s fees, incurred by Consultant in connection with, arising out of or relating to any claims by third parties asserting any rights to any of the property rights described in clause (i) of this Section 9, including without limitation, any defense costs. Notwithstanding anything to the contrary herein, this Agreement does not apply to any Intellectual Property for which no equipment, supplies, facility or trade secret information of Company was used and which was developed entirely o...
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Related to Quit Claims

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Claims A. To accept HHSC's reimbursement rates as payment in full for the services specified in this Contract to the persons for whom a payment is received, and to make no additional charge to the individual, any member of their family or to any other source for any supplementation for such services, unless specifically allowed by HHSC rules.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Causes of Action All causes of action and claims (including, without limitation, all causes of action or claims arising in tort, by contract, by fraud or by concealment of material fact) against any Person for damages or injury to the Property or in connection with any transactions financed in whole or in part by the proceeds of the Loan (“Cause of Action”);

  • Warranty Claims This Contractual Warranty is provided by Xxxxxxxxx Electric and covers defects in workmanship and materials in your Product. This warranty period lasts from the date of purchase at the point of sale to you, the original end user, unless otherwise agreed in writing (the "Warranty Period"). This Contractual Warranty is transferable to subsequent owners but only for the unexpired portion of the Warranty Period.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Product Claims You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5)

  • Double Claims The Purchaser shall not be entitled to recover from the Sellers under this Agreement more than once in respect of the same losses suffered.

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