Rights Retained by Seller Sample Clauses

Rights Retained by Seller. Except as otherwise explicitly set forth in this Agreement, the sale of NR Product covered by this Agreement shall not confer upon Buyer any license or right under any patents, copyrights, trade secrets or other proprietary information owned or controlled by Seller, or the right to otherwise utilize such proprietary information unless in strict accordance with all of the terms hereof, it being specifically understood and agreed that all such rights, including, without limitation, all intellectual property rights contained therein and pertaining thereto, are reserved exclusively to Seller. Seller hereby grants Buyer a fully paid-up, royalty-free, exclusive or co-exclusive (in accordance with Sections 3.3 and 3.4 of this Agreement), non-sublicensable (other than to its Affiliates) right and license to use all current and future intellectual property rights, clinical and non-clinical data, records, formulations, data on new therapeutic uses and know-how, in respect of NR Product (the “NR Product IP Rights”).
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Rights Retained by Seller. Except as provided in Section 8.26, Seller shall retain all of the right, title and interest in and to all assets and intellectual property related to the Products outside of the Territory. Seller shall have the right to (a) reference Registrations as described in Section 8.21, (b) have the right to manufacture Products in the Territory as described in Sections 8.6, (c) use outside of the Territory trademarks and/or tradenames which are the same or similar to the Trademarks (d) keep, at its election, either originals or copies of the Clinical Studies, Formulation Data, Registrations and Know-How. In addition Seller shall not be prohibited from selling Products and products pursuant to Section 13.2.
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Rights Retained by Seller. The Seller retains full copyright ownership of the Beat. The Buyer may NOT loan, rent, share, upload, or resell the Beat. Buyer may not re-assign rights to the Beat, in whole or in part, to any party. Following the execution of this Agreement, the Seller shall not transfer or license any rights to the Beat to any other parties for any purpose. Buyer may license the New Song for synchronization in all media, including film, television, video games, jingles, and commercials.
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Rights Retained by Seller. The assignment of the Purchased Assets contained in Section 2.01 shall be subject to the non-exclusive right of Seller (on behalf of itself and its Affiliates and licensees and assignees of Seller and its Affiliates) to use and reference (i) the Purchased Assets (other than the Transferred Manufacturing Equipment), and to use and reference any data, know-how or Intellectual Property Rights contained in the Purchased Assets, in each case, to the extent related to the research, development, manufacture, marketing, distribution, import, export or sale of products (including the Product) outside of the Territory and (ii) any clinical or pre-clinical data contained in the Transferred NDAs to the extent related to the research, development, manufacture, marketing, distribution, import, export or sale of products (other than the Product) inside the Territory.
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Rights Retained by Seller. Purchaser acknowledges that it is not acquiring any interest in any confidential or proprietary information concerning the enterprise of Seller and its Affiliates excluding the Business, including, but not limited to, (i) the customers and employees of Seller and its Affiliates, or (ii) information (x) in which the Company or Seller have an ownership interest (either through creation, license, other contractual relation or through acquisition from Seller and its Affiliates), (y) that is confidential, and (z) relates to the data bases, marketing strategies, marketing relationships, products, product development, product pricing, and customers of the enterprise of Seller and its Affiliates excluding the Business.
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Rights Retained by Seller. 14 8.3 Product Manufacturing Support................... 14 8.3.1 Syntex Know-How................... 14 8.3.2
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Rights Retained by Seller. The Seller retains full copyright ownership of the Beat. The Buyer may not loan, rent, share, upload, or resell the Beat. Buyer may not re-assign rights to the Beat, in whole or in part, to any party. Following the execution of this Agreement, the Seller shall not transfer or license any rights to the Beat to any other parties for any purpose. Previous licensees of the Beat will retain their license rights in full as per Seller’s agreement with them. PERMITTED USES OF THE NEW SONG Buyer has the right to perform, record, reproduce, distribute, stream, monetize, and sell the New Song worldwide in unlimited quantities in perpetuity. Buyer may license the New Song for synchronization in all media, including film, television, video games, jingles, and commercials.
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Related to Rights Retained by Seller

  • Transfer Books; No Further Ownership Rights in Company Stock The Merger Consideration paid in respect of shares of Company Common Stock upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Transfer Books; No Further Ownership Rights in Shares At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • No Further Ownership Rights in Company Shares From and after the Merger Effective Time, all Company Shares shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Certificate or Uncertificated Shares theretofore representing any Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender thereof in accordance with the provisions of Section 2.10. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Merger Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares that were issued and outstanding immediately prior to the Merger Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Merger Effective Time. If, after the Merger Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • By the Company for Cause The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination:

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