Retention of Legal Title Sample Clauses

Retention of Legal Title. Except for the license grants expressly provided in t h is Agreement, all rights, title and interests in and to the Intangibles, whether made by Insmed U.S., Insmed Ireland, or its Sublicensees (“Rights and Technology”), is and shall at al l times remain with Insmed U.S. Insmed Ireland and /or its Sublicensees shall not at any time during or after the expiration or termination of this Agreement in any way question or dispute the ownership thereof by Insmed U.S. For purposes of clarity, unless otherwise specified in this Agreement, Insmed U.S. holds the following rights, which Insmed U.S. may exercise in its sole discretion: (i) the right to control the quality standard relative to the Intangibles; (ii) the right to apply for and obtain registrations for the Intangibles; (ii i) the right to enforce the Intangibles against Third Parties; (iv) the right to defend Third Party objections to or claims against the Intangibles; and (v) the right to maintain and abandon the applications, registrations, and other statutory rights in and to the Intangibles. In addition, Insmed U.S. covenants to maintain (at its own expense) the existing registrations and legal protections in respect of the Intangibles throughout the term of this Agreement. For purposes of interpretation of this Section under the Xxxxxx (Trademark) Act and all other applicable trademark laws or regulations, all goodwill arising from the use of the Intangibles will inure to the benefit of Insured U.S. Subject to the rights licensed to Insmed Ireland in this Agreement, Insmed Ireland and/or its Sublicensees hereby assigns to Insmed U.S. any and all rights, title and interest i t may have or acquire in such Rights and Technology, and will execute and provide to Insmed U.S. all documents and instruments of conveyance respecting the foregoing Rights and Technology as may be appropriate to perfect Insmed U.S.’s legal title thereto. The absence of such documents and instruments of conveyance shall not limit the rights of Insmed U.S. in the foregoing Rights and Technology. To the extent any of the rights, title and interest in and to the Rights and Technology cannot be assigned by Insmed Ireland and/or its Sublicensees to Insmed U.S., Insmed Ireland and/or its Sublicensees hereby grant to Insmed U.S. an exclusive, royalty-free, transferable, perpetual, unrestricted, worldwide license (with rights to sublicense through one or more tiers of Sublicensees) to any non-assignable Rights and Technology. To the exten...
Sample 1
AutoNDA by SimpleDocs

Related to Retention of Legal Title

  • Legal Title Legal title to all the Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, custodian or pledgee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is appropriately protected. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification. Upon the ceasing of any person to be a Trustee for any reason, such person shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

  • No Legal Title to Owner Trust Estate The Certificateholders shall not have legal title to any part of the Owner Trust Estate solely by virtue of their status as a Certificateholder. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles V and VIII. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

  • No Legal Title to Trust Estate The Certificateholders shall not have legal title to any part of the Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles V and VIII. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Trust Estate shall operate to terminate this Trust Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

  • No Legal Title to Trust Estate in Certificateholders The Certificateholders shall not have legal title to any part of the Trust Estate. A Certificateholder shall be entitled to receive distributions with respect to its undivided Percentage Interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of a Certificateholder to and in its ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

  • No Legal Title to Owner Trust Estate in Certificateholder The Certificateholder shall not have legal title to any part of the Owner Trust Estate. The Certificateholder shall be entitled to receive distributions in accordance with Article VIII. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholder to and in its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trust hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

  • No Legal Title to Owner Trust Estate in Certificateholders The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

  • Protection of Right, Title and Interest to Trust (a) The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders and the Trustee's right, title and interest to the Trust to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection 13.2(a).

  • Forfeiture and Repayment Provisions Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates in the form of cash or shares of Common Stock at current Fair Market Value.

  • LIMITATION OF LIABILITY TO TRUST PROPERTY The term “

  • WAIVER OF CLAIMS TO TRUST ACCOUNT Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.

Time is Money Join Law Insider Premium to draft better contracts faster.