RIGHTS ASSIGNED TO ASSIGNEE Sample Clauses

RIGHTS ASSIGNED TO ASSIGNEE. 1.1 Pioneer hereby assigns, transfers and sets over unto Buyer, its successors and assigns, Pioneer's entire right, title, and interest in and to the Transferred PVPs, and all rights to xxx for, to claim and to recover for all past, present and future infringement thereof; the same to be held and enjoyed by Buyer for its own use and benefit, to the full end of the term for which the Transferred PVPs are granted, as fully and entirely as the same would have been held by Pioneer had this assignment not been made. Pioneer hereby assigns, transfers and sets over unto Buyer, its successors and assigns, Pioneer's entire right, title, and interest in and to any priority rights resulting from any of the plant breeders' rights applications or plant variety certificates, and in and to the worldwide right to apply for and/or to hold and/or withdraw a grant of plant variety certificate in any Transferred PVP. 1.2 Pioneer will cooperate in executing appropriate documents reasonably requested by Buyer to complete formalities for perfecting the assignment and recording of the Transferred PVPs, including, without limitation, assignments from Pioneer substantially in the form of assignment of maintenance rights and inscription rights attached hereto in Schedules A and B, upon request of Buyer. Further, Pioneer agrees that, upon request and without further compensation, Pioneer and its employees, consultants, legal representatives, and its and their successors and/or assigns, will perform any and all lawful acts, including the execution of oaths, assignments, powers of attorney, and any and all other papers, which Buyer, its successors, assigns, and/or representatives shall reasonably consider necessary for vesting, perfecting, recording, or maintaining the title of Buyer, its successors and assigns, to said Transferred PVPs. All costs associated with the foregoing, including, but not limited to, all legalization and notarization costs, shall be borne by Buyer. 1.3 To the extent that any conflict exists between the terms of the forms of assignment in Schedules A and/or B and the terms of this Agreement, the terms of this Agreement shall control.
Sample 1
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Related to RIGHTS ASSIGNED TO ASSIGNEE

  • Purchase by Assignee The Assignee reserves the right to bid for the property whether by itself or its agent or the Auctioneer (without payment of any deposit whatsoever). In the event the Assignee is declared the Purchaser, then the purchase price or so much as is applicable shall be set off against the indebtedness owing to the Assignee under the loan and security documentation on the date of sale, plus costs and expenses for the sale or incidental thereto.

  • Inventions Assigned to the United States I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

  • Rights of Unadmitted Assignees A Person who acquires Units but who is not admitted as a substituted Member pursuant to Section 9.8 hereof shall be entitled only to the Membership Economic Interests with respect to such Units in accordance with this Agreement, and shall not be entitled to the Membership Voting Interest with respect to such Units. In addition, such Person shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement.

  • NO ASSIGNMENT/NOMINATION 17.1 The Purchaser shall not without the written consent of the Bank, be entitled to nominate a third party to be the purchaser or assignee of the Property nor shall the Purchaser be entitled to assign his rights, title, interest and benefits under the Contract of Sale to any party. 17.2 The Bank’s decision to withhold or to grant the consent or to permit or disallow nomination and/or assignment by the Purchaser shall be at the absolute discretion of the Bank.

  • Subcontracting; Assignment The Contractor may not subcontract any portion of the services provided under this Contract without obtaining the prior written approval of the Procurement Officer, nor may the Contractor assign this Contract or any of its rights or obligations hereunder, without the prior written approval of the Procurement Officer provided, however, that a contractor may assign monies receivable under a contract after due notice to the State. Any subcontracts shall include such language as may be required in various clauses contained within this Contract, exhibits, and attachments. The Contract shall not be assigned until all approvals, documents, and affidavits are completed and properly registered. The State shall not be responsible for fulfillment of the Contractor’s obligations to its subcontractors.

  • Agreement Not Assignable This Agreement will inure to the benefit of the parties and their respective successors and assigns; Adviser may not, however, assign (as that term is defined in the Advisers Act) this Agreement without Client’s consent.

  • TERMINATION; NO ASSIGNMENT (a) This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’ written notice to the Fund. In the event of a termination, the Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees, transfer any and all books and records of the Fund maintained by the Advisor on behalf of the Fund. (b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

  • DELEGATION AND/OR ASSIGNMENT The contractor shall not assign the contract in whole or in part or any payment arising there from without the prior written consent of the State Procurement Official. The contractor may delegate facilitation of contract orders to their “Authorized/Certified Dealers” only. This delegation will in no way relieve the contractor of any contractual obligations set forth in this Contract Award.

  • Assumption by Assignee Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

  • Permitted Transferee 28 Person ......................................................................................28

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