Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time. 8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies). Each Party may transfer ownership of its own Results (including without limitation its share in jointly owned Results) and all rights and obligations attaching to such Results to any third party(ies) it identifies in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective. 8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions. 8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates in the GA and/or this PCA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their Affiliates, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCA. 8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 4 contracts
Samples: Project Consortium Agreement, Project Consortium Agreement, Project Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies)) if it intends to transfer the ownership of any of its own Results. Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results it) to any third party(ies) it identifies identified in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results Results, that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCA.
8.3.5 . Each Party hereby waives any right to prior notification of and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 4 contracts
Samples: Model Project Consortium Agreement, Model Project Consortium Agreement, Project Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each Party may identify in Attachment 3 to this PCA CA specific third party(ies)) to whom it intends to transfer the ownership of any of its own Results. Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results Results) to any third party(ies) it identifies in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCACA. Therefore, each transferor shall use reasonable efforts to ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCACA.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 2 contracts
Samples: Consortium Agreement, Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any the other Party, subjectParties. The transferring Party shall, however, to upon another Party’s request, inform the entitlement requesting Party of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in timetransfer.
8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies)) if it intends to transfer the ownership of any of its own Results. Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results it) to any third party(ies) it identifies identified in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective. With regard to the transfer of a share of the jointly owned Results, the Party being interested in transferring such share, shall, prior to transfer, require consent of the other joint owner(s) of the Results, which consent shall be withheld only in case the Legitimate Interest of a joint owner would suffer disproportionately great harm, unless the joint owners have agreed differently in a joint ownership agreement.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 The Funding Authority may — with the consent of the Party concerned — assume ownership of Results to protect them, if said Party intends — up to four years after the completion of the Action — to disseminate its Results without protecting them, in accordance with Article 26.4.1 and/or 27.2 of the GA.
8.3.5 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCA.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 2 contracts
Samples: Project Consortium Agreement, Project Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any other Party, subject, however, . A Party that transfers its own Results to an Affiliated Entity shall inform any other Party about the entitlement new owner of the other Parties to the such Results when Access Rights to such those Results granted or to be granted in accordance with the PCA at any point in timeare requested by this latter.
8.3.2 Each Party may identify in Attachment 3 to this PCA CA specific third party(ies)) if it intends to transfer the ownership of any of its own Results. Each Party may transfer ownership of its own Results (including without limitation its share in jointly owned Results) and all rights and obligations attaching to such Results to any third party(ies) it identifies identified in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party Parties of such transfer. During the implementation of the Action, any Each Party may add also transfer its share in Results that it owns jointly with another Party or Parties and all rights and obligations attaching to it, to any further third party to parties it identified in Attachment 3 by providing written notice to 3, provided that the Coordinator for submission for a decision by transferring joint owner informs the General Assembly within a reasonable period prior to a transfer to other joint owner(s) of such further third party becoming effectivetransfer.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCACA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. Nevertheless, the transferor remains liable to its obligations arising out of this CA and the GA in particular to warrant that the other Parties´ Rights are not infringed by such transfer.The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCACA.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 1 contract
Samples: Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (Results, including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies). Each Party may transfer ownership of its own Results (including without limitation its share in jointly owned Results) , following the procedures of the Grant Agreement Article 16.4 and all rights its Annex 5, Section Transfer and obligations attaching licensing of results, sub-section “Transfer of ownership”. Each Party may identify specific third parties it intends to transfer the ownership of its Results to in Attachment of this Consortium Agreement. The other Parties hereby waive their right to prior notice and their right to object to such Results a transfer to any listed third party(ies) it identifies in Attachment 3 without notification parties according to any other Partythe Grant Agreement Article 16.4 and its Annex 5, Section Transfer of licensing of results, sub- section “Transfer of ownership”, 3rd paragraph. The transferring Party shall, however, upon another Party’s requestat the time of the transfer, inform the requesting Party other Parties of such transfer and shall ensure that the rights of the other Parties under the Consortium Agreement and the Grant Agreement will not be affected by such transfer. During the implementation Any addition to Attachment after signature of this Consortium Agreement requires a decision of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 Assembly. The Parties hereby agree recognise that in the framework of a merger or an acquisitionacquisition of an important part of its assets, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need it may be given, due to confidentiality obligations arising from national and/or union laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited impossible under applicable EU and/or and national laws on mergers and acquisitions.
8.3.4 Any acquisitions for a Party to give at least 45 calendar days prior notice for the transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates as foreseen in the GA and/or this PCA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their Affiliates, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transfereeGrant Agreement. The obligations under this Section 8.3 above apply only for as long as other Parties still have - or still may request - Access Rights to the Results. During the Project and for a period of 1 year after the end of the Project, as provided the dissemination of own Results by one or several Parties including but not restricted to publications and presentations, shall be governed by the procedure of Article 17.4 of the Grant Agreement and its Annex 5, Section Dissemination, subject to the following provisions. Prior notice of any planned publication shall be given to the other Parties at least 45 calendar days before the publication. Any objection to the planned publication shall be made in Section 9 of this PCA.
8.3.5 Each Party hereby waives any right accordance with the Grant Agreement by written notice to prior notification the Coordinator and to object to any transfer that the Party or Parties proposing the dissemination within 30 calendar days after receipt of the notice. If no objection is made in compliance with this Section 8.3.within the time limit stated above, the publication is permitted. An objection is justified if
Appears in 1 contract
Samples: Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each Party may identify in Attachment 3 to this PCA CA specific third party(ies)party/ies if it intends to transfer the ownership of any of its own Results. Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results it) to any third party(ies) party/ies it identifies identified in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Project Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with Sections 8.3.1, 8.3.2. and 8.3.3..
8.3.5 Except where the transfer is made in compliance with Sections 8.3.1, 8.3.2. and 8.3.3., each Party that intends to transfer ownership of results must give at least 45 days advance notice to the other Parties. This notification must include sufficient information on the new owner to enable any Party concerned to assess the effects of such transfer on its access rights. Each Party may object to such transfer within 30 days of receiving notification, if it can show that the transfer would adversely affect its Access Rights. In this case, the transfer may not take place until agreement has been reached between the Parties concerned.
8.3.6 Each Party may grant a license or otherwise grant the right to exploit the Results which it owns without prior notification provided that this does not impede the exercise of the Access Rights of the Parties for such Results. An exclusive license cannot be granted without the consent of the all other participants that they will waive their Access Rights to the Results subject to such license.
8.3.7 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCACA. Therefore, each transferor shall use reasonable efforts to ensure that such transfer does not prejudice such the rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCACA.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 1 contract
Samples: Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without prior notification to any other Party, subject, however, to . Until the entitlement of transferring Party notified the other Parties to Parties, he shall stay responsible for the granting of all Access Rights and decisions in regards to such jointly owned Results granted or to be granted in accordance with the PCA at any point in timeas if he were still owner.
8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies)) if it intends to transfer the ownership of any of its own Results and shall ensure that the rights of the other Parties will not be affected by such transfer. Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results it) to any third party(ies) it identifies identified in Attachment 3 without prior notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party other Parties of such transfertransfer as long as the other Parties have the rights to receive Access Rights or are joint owners. Until the transferring Party notified the other Parties, he shall stay responsible for the granting of all Access Rights and decisions in regards to jointly owned Results as if he were still owner. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions. As soon as such notice as these restrictions on giving notice no longer exist the notification has to be given immediately. Until the transferring Party notified the other Parties, he shall stay responsible for the granting of all Access Rights and decisions in regards to jointly owned Results as if he were still owner.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results Results, that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 (Access Rights) of this PCA.
8.3.5 . Except as provided in this agreement, Each Party hereby waives any right to prior notification of and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 1 contract
Samples: Project Consortium Agreement
Transfer of Results. 8.3.1 Each Party may assign title (i.e. transfer ownership or co−ownership) of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each Party may identify in Attachment 3 to this PCA specific third party(ies)) if it intends to transfer the ownership of any of its own Results. Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results it) to any third party(ies) it identifies identified in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective3.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no prior notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results Results, that are granted to the other Parties and their Affiliates Affiliated Entities in the GA and/or this PCA. Therefore, each transferor shall ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - − or may request - − Access Rights to Results, as provided in Section 9 of this PCA.
8.3.5 . Each Party hereby waives any right to prior notification of and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 1 contract
Samples: Consortium Agreement
Transfer of Results. 8.3.1 8.2.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates Affiliated Entities without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each 8.2.2 A Party may identify specific third parties it intends to transfer the ownership of its Results to in Attachment 3 to this PCA specific Consortium Agreement. The other Parties hereby waive their right to prior notice and their right to object to a transfer to listed third party(ies). Each Party may transfer ownership of its own Results (including without limitation its share in jointly owned Results) and all rights and obligations attaching parties according to such Results to any third party(ies) it identifies in Attachment 3 without notification to any other Party. the Grant Agreement Article 30.1.
8.2.3 The transferring Party shall, however, upon another Party’s requestat the time of the transfer, inform the requesting Party other Parties of such transfer to identified third parties and shall ensure that the rights of the other Parties will not be affected by such transfer. During the implementation of the Action, any Party may add any further third party Any addition to Attachment 3 by providing written notice to the Coordinator for submission for after signature of this Consortium Agreement requires a decision by of the General Assembly within a reasonable period prior to a transfer to such further third party becoming effectiveAssembly.
8.3.3 8.2.4 The Parties hereby agree recognize that in the framework of a merger or an acquisitionacquisition of an important part of its assets, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need it may be given, due to confidentiality obligations arising from national and/or union laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited impossible under applicable EU and/or and national laws on mergers and acquisitionsacquisitions and under respective confidentiality obligations for a Party to give the full forty-five (45) calendar days, or any, prior notice for the transfer as foreseen in the Grant Agreement.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates in the GA and/or this PCA. Therefore, each transferor 8.2.5 Each transferring Party shall ensure that such transfer does not prejudice such rights of the other Parties or their AffiliatesAffiliated Entities, and the transferor transferring Party shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. Upon request for granting Access Rights for any Results transferred pursuant to this Section 8.2 the transferring Party shall inform the requesting Party of the transfer and of the person of the transferee. The obligations under this Section 8.3 8.2 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCAConsortium Agreement.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with 8.2.6 The obligations of this Section 8.38.2 apply only for as long as other Parties still have - or still may request - Access Rights to the Results.
Appears in 1 contract
Samples: Consortium Agreement
Transfer of Results. 8.3.1 Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly with another Party or Parties and all rights and obligations attached to such Results) to any of its Affiliates without notification to any other Party, subject, however, to the entitlement of the other Parties to the Access Rights to such Results granted or to be granted in accordance with the PCA at any point in time.
8.3.2 Each Party may identify in Attachment 3 to this PCA CA specific third party(ies). Each Party may transfer ownership of its own Results (including without limitation its share in Results that it owns jointly owned Results) with another Party or Parties and all rights and obligations attaching to such Results Results) to any third party(ies) it identifies in Attachment 3 without notification to any other Party. The transferring Party shall, however, upon another Party’s request, inform the requesting Party of such transfer. During the implementation of the Action, any Party may add any further third party to Attachment 3 by providing written notice to the Coordinator for submission for a decision by the General Assembly within a reasonable period prior to a transfer to such further third party becoming effective.
8.3.3 The Parties hereby agree that in the framework of a merger or an acquisition, which, for the sake of clarity, shall mean to include any assignment of ownership of any of the Parties’ Results, no notification of intended transfer of ownership need be given, due to confidentiality obligations arising from national and/or union community laws or regulations, for as long as such confidentiality obligations are in effect and/or for as long as such notice is prohibited under applicable EU and/or national laws on mergers and acquisitions.
8.3.4 Any transfer of ownership of Results made under this Section 8.3 shall be made subject to the Access Rights, the rights to obtain Access Rights and the right to Disseminate Results that are granted to the other Parties and their Affiliates in the GA and/or this PCACA. Therefore, each transferor shall use reasonable efforts to ensure that such transfer does not prejudice such rights of the other Parties or their Affiliates, and the transferor shall pass on its obligations regarding the transferred Results to the transferee, including the obligation to pass them on to any subsequent transferee. The obligations under this Section 8.3 apply for as long as other Parties have - or may request - Access Rights to Results, as provided in Section 9 of this PCACA.
8.3.5 Each Party hereby waives any right to prior notification and to object to any transfer that is made in compliance with this Section 8.3.
Appears in 1 contract
Samples: Consortium Agreement