Transfer of Registrations. At Closing, Buyer and Seller shall execute such documents as Buyer may reasonably request in order to transfer the Registrations. Buyer shall pay any user fees associated with any Product that accrue after Closing, including user fees that accrue prior to transfer of such Registrations. Notwithstanding anything contained elsewhere herein, Buyer shall hold Seller and its Affiliates harmless from and against any loss or damage, including but not limited to fees, penalties, fines or third party claims, due to Buyer's failure to file any Registration pursuant to this subsection, except if such loss or damage is due to the conduct of the Seller.
Transfer of Registrations. In the event of termination of this Agreement by XxXXXX pursuant to Section 17.5 in one or more Region(s), IMI shall a) transfer to XxXXXX, free of charge, the ownership of all Registrations for the Products in those Region(s) that is owned by IMI at the time of such termination, and all the data used to support the same; and b) grant to XxXXXX a royalty-free, perpetual, irrevocable, license to make, have made, use, sell, have sold, import, and offer for sale the Products under the Licensed Technology in those Region(s).
Transfer of Registrations. Registrar agrees to implement transfers of Domain Name registrations from another registrar to Registrar and vice versa pursuant to the Registration Process.
Transfer of Registrations. Section 9.4 is hereby amended by deleting ------------------------- from the last sentence of Section 9.4, the following: ", outside the calculation of Operating Profits".
Transfer of Registrations. At Closing, Buyer and Seller shall execute such documents as Buyer may reasonably request in order to transfer the Registrations. Buyer shall pay any user fees associated with any Product that accrue after Closing, including user fees that accrue prior to transfer of such Registrations.
Transfer of Registrations. Within ten (10) days of obtaining U.S. and/or European Approval, Isis will request transfer of such registrations to CV including the IND and its European equivalents (unless, with respect to Europe, the registrations were submitted in CV's name). After transfer, CV will be responsible, and will bear the cost of, maintaining the registrations for the Product in the U.S. and Europe during the Agreement Period in compliance with all applicable laws, rules and regulations.
Transfer of Registrations. (a) The Sellers will transfer all U.S. Environmental Protection Agency pesticide registrations primarily used in the U.S. ProTurf Business to the Buyers as soon after the Closing Date as is reasonable. Sellers have the option of transferring either the existing U.S. Environmental Protection Agency registration or applying for a "me-too" registration and transferring that "me-too" registration to the Buyers. In the situation where a registration is not obtained by the Buyers within one year after the Closing Date, Sellers will provide Buyers with a means of continuing in business until such time as the registration is procured. A list of all Scotts' U.S. Environmental Protection Agency registrations for the U.S. ProTurf Business is included in Schedule 2.01(b)(1).
Transfer of Registrations. Promptly after the Closing Date, the parties will cooperate in transferring the Registrations to BUYER. The target date for the transfer shall be ninety (90) days following the Closing. Promptly following Closing, the parties will agree upon procedures to ensure a smooth transition from SELLER and its relevant Affiliates to BUYER of all of the activities required to be undertaken by the Registration(s) holder, including adverse experience reporting (including adverse events arising from the FINESSE trial), quarterly and annual reports to FDA and HPB, handling and tracking of complaints, sample tracking, and communication with health care professionals and customers. Within thirty (30) days after the Closing Date, SELLER will forward to BUYER a complete copy of the Registrations for Product, as well as copies of all correspondence with, and periodic and other reports (including adverse event reports and the underlying data) to, regulatory authorities in the Territory. SELLER will cooperate with BUYER, at no charge, to ensure a smooth transition of the activities contemplated hereby, and in obtaining the cooperation of SELLER’s Affiliates and its distributors and licensees of the Product with the transfer of adverse experience reporting obligations from SELLER to BUYER. *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.
Transfer of Registrations. As promptly as reasonably practical after the date hereof, TDCC and Purchaser shall cause the documents required to effect the transfer of the Transferred Registrations in each applicable jurisdiction to be prepared and, prior to the Closing, executed (if required) by the applicable Persons. As promptly as reasonably practical after the Closing Date, Purchaser shall, on behalf of the Asset Transferors (if applicable), submit to the relevant Governmental Authorities those documents required to transfer the Transferred Registrations to Purchaser or its designated Affiliate and Purchaser shall use reasonable best efforts to obtain all such Consents with respect to the Transferred Registrations as promptly as reasonably practicable. Purchaser shall be responsible for all fees and expenses associated with transferring the Transferred Registrations and all fees and expenses associated with the Transferred Registrations that become due and payable following the Closing, including any out-of-pocket expenses of TDCC or any of its Affiliates. The parties understand and agree that TDCC’s efforts under this Section 5.14 do not require TDCC or any of its Affiliates to offer or grant financial accommodations or deliver anything of value to any Person or to remain secondarily liable with respect to the Business.
Transfer of Registrations. (i) At the Effective Time, each of Seller and Seller Sub, as applicable, shall (and, as applicable, Seller and Seller Sub shall cause their respective Affiliates to) transfer all of the benefit of the Registrations to Purchaser free of all Encumbrances, other than Permitted Encumbrances, on the terms and conditions set forth in this SECTION 8.7, to the extent permitted by, and in accordance with applicable Law, and subject to SECTION 2.5(B). As soon as practicable following the Closing Date but in any event no later than fifteen (15) days after the Closing Date, to the extent permitted by, and in accordance with applicable Law, and subject to SECTION 2.5(B), Seller shall, and shall cause Seller Sub and, as applicable, Seller's and Seller Sub's respective Affiliates to, transfer the Registrations to Purchaser. As necessary Seller, Seller Sub, and their respective Affiliates shall make such amendments to, submit such notifications, reports, correspondence, documents or other filings to applicable Governmental Authorities in respect of, fulfill such formalities in respect of, and obtain any consents and approvals with respect to, such Registrations necessary to effect the transfer of each of the Registrations to Purchaser. Following the Closing Date, Seller, Seller Sub and any of their respective Affiliates, as applicable, shall hold in trust for the exclusive benefit of Purchaser those Registrations not yet transferred to, or replaced by, Purchaser, and shall maintain such Registrations in full force and effect (at the sole cost and expense of Purchaser), and shall not amend, cancel or surrender any such Registration (except as may have been initiated prior to the Execution Date and disclosed to Purchaser in the Seller Disclosure Schedule), or permit any such Registration to expire or be amended, cancelled or revoked, unless in each case requested to do so by Purchaser.
