Transfer of Intellectual Property. The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.
Transfer of Intellectual Property. The Executive hereby agrees to transfer to the Company and/or its subsidiaries all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries in the Occupational Works.
Transfer of Intellectual Property. The Successor Assets shall include the Property Specific IP, the CPLV Trademark License, the CPLV Trademark Security Agreement and Successor Tenant’s access to the System-wide IP, which access shall be governed by that certain Transition and Management Services Agreement (CPLV). Without limiting the foregoing, Tenant shall, within thirty (30) days after the occurrence of the notice described in the first sentence of Section 36.1, deliver to Landlord a copy of all CPLV Guest Data and all Property Specific Guest Data; provided, however, that Tenant shall have the right to retain and use copies of the Property Specific Guest data as required by Legal Requirements, including applicable Gaming Regulations, and with respect to any CPLV Guest Data, Tenant will have no further right, title, or interest to such CPLV Guest Data and will not be permitted to access such data for marketing, research or other activities by Tenant and unless such data cannot be expunged without destruction of any data that may be retained by the Tenant, must expunge such data, except that Tenant may retain and deliver to any governmental authority, copies of any such data to the extent required to comply with Legal Requirements, including applicable Gaming Regulations.
Transfer of Intellectual Property. The Gaming Assets shall include the Property Specific IP, the CPLV Trademark License, the CPLV Trademark Security Agreement, and Successor’s Tenant rights to access the Property Related IP, which access shall be governed by the Transition Services Agreement. Without limiting the foregoing, Tenant shall, within thirty (30) days after the delivery of the End of Term Gaming Assets Transfer Notice, deliver to Landlord a copy of all CPLV Guest Data and all Property Specific Guest Data; provided, however, that (a) Tenant shall have the right to retain and use copies of the Property Specific Guest data as required by Legal Requirements, including applicable Gaming Regulations, and (b) with respect to any CPLV Guest Data, from and after the transfer of the Gaming Assets pursuant to this Article XXXVI, (i) Tenant will have no further right, title, or interest to such CPLV Guest Data, (ii) Tenant will not be permitted to access such data for marketing, research or other activities by Tenant and (iii) unless such data cannot be expunged without destruction of any data that may be retained by the Tenant, Tenant must expunge such data, except that in each case Tenant may retain and deliver to any governmental authority, copies of any such data to the extent required to comply with Legal Requirements, including applicable Gaming Regulations.
Transfer of Intellectual Property. The Gaming Assets shall include a two (2) year transition license for Property Specific IP used, or held for use, at or in connection with the Facility. Without limiting the foregoing, Tenant shall, within thirty (30) days after the delivery of an End of Term Gaming Asset Transfer Notice, deliver to Landlord a copy of all Property Specific Guest Data; provided, however, that Tenant shall have the right to retain and use copies of such data as required by Legal Requirements, including applicable Gaming Regulations.
Transfer of Intellectual Property. Xx. Xxx Jifan and Changzhou Xxxxx Investment Co. Ltd. shall effectuate and complete the transfer of all the intellectual property rights listed in Exhibit G as soon as practicable. All applications for transfer all patents shall have been made and formally accepted such relevant government authorities before May 31, 2006. All applications for transfer of all trademarks shall be made and formally accepted by relevant government authorities before October 30, 2006.
Transfer of Intellectual Property. On the terms and conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances other than any encumbrances or restrictions that result from or arise out of the Buyer License Agreement, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Applicable Technology described as follows (collectively, the “Transferred Intellectual Property”):
(a) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(a) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(a), but excluding the
(l) (the “Transferred Patent Rights”);
(b) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(b) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(b), all of which are subject to the Buyer License Agreement, but excluding the patents and patent applications described in Schedule 1.02(l) (the “Transferred Patents Subject to Licenses”);
(c) the trade secrets, know-how, and confidential information relating to the Transferred Intellectual Property, or protectable designs, registered or unregistered, and registrations and applications for registration thereof, and all rights Seller may have to institute or maintain any action to protect the same and recover damages for infringement or misappropriation or misuse thereof; and
(d) all documents or other tangible materials embodying or relating primarily to the intellectual property described in (a), (b) or (c) above, including but not limited to all laboratory or inventor notebooks referencing the intellectual property described in (a), (b) or (c) above. The parties hereto expressly agree that Buyer is not assuming any of the liabilities, obligations or undertakings relating to the foregoing Transferred Intellectual Property.
Transfer of Intellectual Property. S and the Shareholder shall transfer and assign all Shareholder IP to the Target with effect from the Offer Completion. S and the Shareholder shall reasonably support the Target in re-registration of such intellectual property rights, including by making statements or producing information necessary to effect the change of the registry.
Transfer of Intellectual Property. (a) Buyer acknowledges that Seller shall cause the Company to take all actions that may be necessary in order to transfer to Telecom Italia S.p.A. prior to the Closing, all Intellectual Property owned by the Company related to any trademark which includes the word “STET” or “TELESTET” and/or the wave motif or device and/or the blue ‘biscotto’ motif or device, including, without limitation, all trade dress, motifs (including ‘wave’ or ‘biscotto’ motif or device) and logos related thereto (“Transferred Trademarks”).
(b) Until the fifth anniversary of the Closing Date, Seller shall use commercially reasonable efforts to cause Telecom Italia S.p.A. to maintain any material Greek registrations in respect of any Transferred Trademarks.
Transfer of Intellectual Property. A. Subject to the terms and conditions set forth herein, TRANSFEROR hereby irrevocably sells, assigns, transfers, and conveys to TRANSFEREE, and TRANSFEREE hereby accepts, all of TRANSFEROR’s right, title, and interest in and to the following:
a. all intellectual property rights in the Designs listed in Exhibit A;
b. all of TRANSFEROR’s right, title, and interest in and to all copies of other tangible embodiments of the Designs in all forms and media now or hereafter known or developed;
c. all licenses and similar contractual rights or permissions, whether exclusive or nonexclusive, related to any of the Designs;
d. all other rights, privileges, and protections of any kind whatsoever of TRANSFEROR accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.
