Rights as Between Parties Sample Clauses

Rights as Between Parties. Cypress acknowledges, as between the Parties, the exclusive rights, title and interest of Xxxxxx Xxxxx in and to the Trademarks and will not do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair any part of said right, title and interest for the Term and after its expiry. Cypress will not make any representations or take any actions, which may be taken to indicate that it has any right title or interest in or to the ownership or use of the Trademarks except under the terms of this Agreement and acknowledges that nothing contained in this Agreement shall give Cypress any right, title or interest in or to the Trademarks save as granted hereby.
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Rights as Between Parties. NOVACEA acknowledges, as between the Parties, the exclusive right, title and interest of XXXXXX XXXXX in and to (i) the Trademark including any Alternative Trademark proposed to be used as provided in Section 2.2 hereof and (ii) certain trade names and logos of XXXXXX XXXXX as contemplated by Section 2.3.2 hereof; and NOVACEA will not do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair any part of said right, title and interest for the duration of this Agreement and after its expiration. NOVACEA will not make any representations or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Trademark except under the terms of this Agreement and acknowledges that nothing contained in this Agreement shall give NOVACEA any right, title or interest in or to the Trademark save as granted hereby.
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Rights as Between Parties. Forest acknowledges, as between the Parties, the exclusive rights, title and interest of Xxxxxx Xxxxx in and to the Trademarks and will not do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair any part of said right, title and interest during the Trademark Term and after its expiration. Forest will not make any representations or take any actions, which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Trademarks except under the terms of this Agreement and acknowledges that nothing contained in this Agreement shall give Forest any right, title or interest in or to the Trademarks, except those rights set forth in this Agreement and the License Agreement. Any accretion of goodwill derived by Forest, its Affiliate or permitted sub-licensee from the use of the Trademarks shall accrue to Xxxxxx Xxxxx and Xxxxxx Xxxxx may call for a confirmatory assignment thereof. Unless otherwise agreed with Xxxxxx Xxxxx, (i) Forest shall not register or acquire any intellectual property rights which are identical or confusingly similar to the Trademark or which include all or part of said Trademark for the Trademark Term and after its expiry, and (ii) will not use, adopt or file any name, or any trademark phonetically, visually and conceptually similar to the Trademarks either in its graphic sizes or in its logos, susceptible to create a likelihood of confusion with the aforementioned Trademark on the part of the public for the Trademark Term and after its expiry, provided that the determination of the likelihood of confusion will be made in accordance with Applicable Laws. Any domain name related to the Trademark of the Product in the Territory will be in the name of Xxxxxx Xxxxx who shall be the owner and shall be maintained at Xxxxxx Xxxxx’x expense. Xxxxxx Xxxxx hereby grants Forest the right to use any such domain name in connection with Forest’s promotion and commercialization activities for the Product in the Territory in accordance with the terms of this Agreement and during the Trademark Term. Xxxxxx Xxxxx shall cooperate and provide such authorization and documentation as necessary to enable Forest to so establish, maintain and use such domain name during the Trademark Term.
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Related to Rights as Between Parties

  • Understandings With Respect to Waivers and Consents Guarantor warrants and agrees that each of the waivers and consents set forth herein are made with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Guarantor otherwise may have against Borrower, Beneficiary or others, or against any Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. Guarantor acknowledges that it has either consulted with legal counsel regarding the effect of this Guaranty and the waivers and consents set forth herein, or has made an informed decision not to do so. If this Guaranty or any of the waivers or consents herein are determined to be unenforceable under or in violation of applicable law, this Guaranty and such waivers and consents shall be effective to the maximum extent permitted by law.

  • Amendments, etc. with Respect to the Obligations; Waiver of Rights The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CBC Disclosure Schedule or the SCB Disclosure Schedule), required by Law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of CBC and SCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of either CBC or SCB to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Rights as Shareholders The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Certain Phrases, etc The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

  • Provisions Concerning the Accounts and the Licenses (i) Each Grantor will (A) give the Collateral Agent at least 30 days’ prior written notice of any change in such Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts from such records.

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