Third Party assignments Sample Clauses

Third Party assignments. If the rights to any subject matter to which a license is granted under this Agreement is assigned by a Party to any Third Party, such Party shall ensure that said license is binding also upon the Third Party. 4 INTELLECTUAL PROPERTY RIGHTS
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Third Party assignments. To the extent that any Assumed Contract or Permit that this Agreement contemplates is to be assigned to Buyer is not assignable without the consent or approval of a third party (for purposes of this Section 6.7, collectively, the “Special Agreements and Rights”), then neither this Agreement nor any agreement, document or instrument delivered pursuant to this Agreement shall constitute an assignment or an attempted assignment of any such Special Agreement and Right if such consent or approval is not obtained. If such consent or approval has not been obtained prior to Closing, the Buyer, on the one hand, and Seller, on the other hand, shall use all commercially reasonable efforts to obtain any such consent or approval after the Closing until either such consent or approval has been obtained or the Parties determine in good faith that such consent or approval cannot reasonably be obtained. To the extent that any Assumed Contract or Permit may not be assigned without the consent or approval of any third party, and such consent or approval is not obtained prior to the Closing, Seller shall use all commercially reasonable efforts to provide Buyer with the same benefits (and Buyer shall be responsible for all corresponding obligations) arising under such Assumed Contract or Permit, including performance by Seller (or Buyer, if applicable) as agent, if legally permissible and commercially feasible; provided, however, that Buyer (or Seller, if applicable) shall provide the Seller (or Buyer, if applicable) with such access to the premises, books and records and personnel as is reasonably necessary to enable Seller (or Buyer, if applicable) to perform its obligations under such Assumed Contracts or Permits and Buyer shall pay or satisfy the corresponding liabilities for the enjoyment of such benefits to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall not be in default of this Agreement for failure to obtain such necessary consent to assignment of any Special Agreements and Rights so long as Seller has used commercially reasonable efforts to obtain such consent. For the avoidance of doubt, and unless expressly waived in writing by Buyer, nothing in this Section 6.7 shall be construed to waive Seller’s delivery at Closing of all Required Consents as required by Section 4.2(l), including, without limitation, Required Consents relating to Special Agreements and Rights.
Third Party assignments. I agree to assign all my right, title and interest in and to any particular Company Invention to a third party as directed by the Company.
Third Party assignments. If the rights to any subject matter to which a license is granted under an executed Car Model Assignment and License Agreement is assigned by a Party to any Third Party, such Party shall ensure that said license is binding also upon the Third Party. Framework Assignment and License Agreement 11 (25)
Third Party assignments. To the extent that any of the Contract Rights and Permits that this Agreement contemplates are to be assigned to Purchaser are not assignable without the consent of a third party (for purposes of this Section 4.1, "Special Agreements and Rights"), neither this Agreement nor any agreement, document or instrument delivered pursuant to this Agreement shall constitute an assignment or an attempted assignment of such Special Agreements and Rights if such consent is not obtained. If such consent shall not be obtained, Seller shall cooperate in any reasonable arrangement designed to provide for Purchaser the benefits under any such Special Agreements and Rights, provided, however, any third party expense associated with acquiring such rights or permits will be for the sole account of Purchaser. Specifically, Seller and Purchaser agree to work cooperatively to assign Seller's interest in the Leases for the Business' locations at Carson, California and Parsippany, New Jersey. If the landlords at either of said locations refuse to consent to such an assignment, Seller and Purchaser will work to provide an assignment (or sublease) of said Leases to Purchaser on substantially the same terms and conditions governing Seller's tenancy. If within 90 days following the Closing Date, Seller is unable to obtain such an assignment (or sublease) of the Leases or any other significant contract, Seller shall notify Buyer and the parties agree to negotiate in good faith to achieve an equitable resolution.

Related to Third Party assignments

  • Extra Duty Assignments A. Any assignment in addition to the normal teaching schedule during the regular school year shall not be obligatory, except band, choir and drama (if a class), but shall be with the consent of the teacher. 1. Preference in making such assignments shall generally be given to teachers regularly employed in the District. The final appointment will be made in the best interest of the students. 2. Applicants for Schedule B positions must meet minimum requirements as developed by the District 3. If there is more than one teacher applicant for a Schedule B position, the teacher whom the Superintendent deems is best qualified in the activity will be awarded the position after considering the teacher's previous experience in the activity and professional background. 4. If the Board is unable to fill the position with someone from the outside, the Board may assign the position to a teacher. 5. No teacher shall be required to accept more than one (1) such position per school year. 6. Advance notice of any such assignment shall be given as soon as practical but at least fifteen (15) days before the assignment begins except for emergencies and those assignments that begin before the opening of school, or during the first week of school. It is agreed that co-curricular and extra-curricular positions are non-tenure in nature. B. Returning Staff 1. All persons holding Schedule B positions shall be contacted, by the Athletic Director or Principal, no later than June 30, for fall and winter activities, and October 30, for spring activities, and shall, at that time, indicate their intent to continue in said position. 2. All vacancies shall be posted as soon as reasonably possible. 3. Attempts will be made to fill all positions no later than two (2) weeks before the start of the activity. C. Experience Credit for Extra Duty. Supplemental pay for Schedule B activities shall be based upon the appropriate salary step of Schedule B. For the purpose of step placement on Schedule B, the following will apply: 1. Teachers will be given credit for each year's experience in a particular activity which they are to perform on the extra duty schedule which is comparable to the previous position (i.e. same sport or activity) they performed at their prior place of employment. However, step placement will be no higher than Step 4 and there shall be no retroactive payment for past years services. 2. When changing positions within a particular activity which is comparable to the previous position (i.e. same sport or activity), step placement will be maintained within and between classes, except that if the change would result in movement to a higher paying class, step placement will be no higher than Step 4. 3. A teacher who is currently holding a position covered by Schedule B will be placed on said pay schedule in accordance with the above provision effective with this Agreement. 4. If a new program is developed during the term of this Agreement, compensation will be made on the basis of the nearest like program in Schedule B. D. Evaluation of Coaches. Coaches shall be evaluated in writing by the Athletic Director, Superintendent, or other administrator at the conclusion of the coaching season or school year, whichever is earlier. The coach may submit in writing any response desired which shall be attached to the evaluation.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Shift Assignments When an opening occurs in a shift assignment in an appropriate work group at a location, preference shall be given to employees within the classification who possess the training, ability and any required special qualifications to perform the work required, on the basis of seniority. In the event that no employee desires a shift assignment, employees shall be selected in order of inverse seniority. This provision shall not apply to necessary training assignments. This provision shall not in itself alter the practice of rotating shifts where such practice presently exists. No employee who has a regular shift assignment on the effective date of the Agreement shall be involuntarily displaced from such shift assignment as a result of this Article.

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

  • 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.

  • Other Assignments Except as otherwise expressly provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the parties. Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

  • Work Assignments Section 1. The Company shall determine whether to staff a position or fill a vacancy and the method or combination of methods it shall use for such purposes. In making this determination, the Company shall first give consideration to qualified internal candidates prior to off-street applicants. All vacancies within the Bargaining Unit shall be posted (manually or electronically) in such a fashion as to be accessible by employees. The posting shall include the title, pay range, and sufficient information regarding requirements and duties to adequately describe the vacancy. The vacancy shall remain posted for seven (7) calendar days. Section 2. In connection with Section 1. above, employees who have met a twelve (12) month time-in-title and location requirement shall be afforded the opportunity to submit to the Company a form on which they may identify their interest in being considered for vacancies which occur in the Bargaining Unit. Section 3. When a vacancy is to be filled from within the Bargaining Unit, Management will consider all qualified candidates who have forms on file relating to the vacancy in question. In selecting the employee to fill the position, the Company will first give due consideration to the candidates’ qualifications and past performance and where those factors are relatively equal, in the judgment of the Company, it shall consider seniority. Section 4. The Company agrees to provide the Union, in writing, the names and titles of all candidates selected under this Article, by the fifteenth (15th) calendar day after any such selection is made. Section 5. Nothing in this Agreement shall be applied or interpreted to restrict the Company in the exercise of its right to hire, promote or transfer; and, to the extent the needs of the business require, to have Bargaining Unit work performed by its supervisory personnel, or its right to make sales assignments without limitations.

  • Shift Assignment Should the University elect to establish a shift on any other schedule than the regular day shift (Monday through Friday) or to assign employees to work on any such shift, the employee(s) with the most seniority in the classification affected or to be assigned on such shift shall have preference in moving to such shift. If an insufficient number of employees in the classification elect to move to such shift, then the employee(s) with the least seniority in the classification shall be assigned to such shift. If positions or shifts are reduced or eliminated or movement of personnel to other shifts is required, then the seniority of the affected employee will prevail in the selection of shift, provided the affected employee can do the required work. Such shift preference is only applicable within the employee's classification.

  • TEACHER ASSIGNMENT A. No later than thirty (30) days prior to the end of the school year, all teachers shall be given an opportunity to voluntarily fill out preference sheets indicating their preferences, in order of priority, of grade level and type of program on that grade level, with the understanding that where reasonably possible such preferences will be honored. B. Not later than the last work day for teachers in June all teachers shall be given written notice of their assignments for the forthcoming year. Teachers shall be given an opportunity to discuss their assignments with their Principals. If the Principal proposes changes to the assignment which may include transfer to another school, all teachers affected shall be notified promptly. Changes in teachers’ assignments later than the fifteenth day of August preceding the commencement of the school year shall be made only in an emergency situation. An emergency situation shall be defined as provided for in Article I, Section 1.5. C. No change in assignment during the school year shall be made without ten (10) school days notice and discussion prior to the change. D. Any assignment in addition to or in lieu of the normal teaching schedule, during the regular school year, shall not be obligatory but shall be with the consent of the teacher. Such assignments will be given to teachers regularly employed in the school system on a rotating basis.

  • Further Assignments The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.

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