Transfer of Transferred IP Sample Clauses

Transfer of Transferred IP. At the Closing and immediately after extension of the Loan, Toppan shall transfer to Newco the Transferred IP in exchange for JPY568,675,000 (the “IP Purchase Price”), pursuant to an intellectual property purchase agreement between Toppan and Newco that incorporates the terms set forth in Exhibit D (the “IP Transfer Agreement”). Newco shall pay the IP Purchase Price to Toppan as follows: (i) JPY369,638,750 at Closing (the “Closing IP Purchase Price”) and (ii) the difference between the IP Purchase Price and the Closing IP Purchase Price (the “IP Purchase Price Balance”) in installments pursuant to terms to be agreed by the Parties in the IP Transfer Agreement. Newco’s obligation to pay the IP Purchase Price Balance will be secured by a security interest in all of Newco’s assets in favor of Toppan. The Parties shall, and shall cause Newco to, enter into an agreement and to take all actions necessary to create and perfect such security interest (the “Perfection Actions”), in forms to be agreed by the Parties. The Parties further agree that any costs associated with the Perfection Actions (including, but not limited to, applicable stamp duties, registration fees, filing fees as well as judicial scrivener fees or patent attorney fees, if applicable) shall be borne by Newco. For the avoidance of doubt, Toppan is entitled place and establish security interests to cover the amount of the unpaid IP Purchase Price Balance over the assets of Newco, and if Toppan enforces such security interests, Toppan is entitled to recover only the amount of such unpaid IP Purchase Price Balance at the time of such enforcement from such asset(s) enforced, the value of which will be determined in a commercially reasonable manner.
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Transfer of Transferred IP. Subject to the terms and conditions of this Agreement, at or prior to the Closing, Seller shall sell and transfer (and/or will cause one or more other Seller Entities to sell and transfer) all of the Seller Entities’ right, title and interest in and to the Transferred IP to an Acquired Company or to Buyer (the “IP Transfer”). No later than 30 calendar days following the execution of this Agreement, Seller shall deliver to Buyer for Buyer’s review and approval, which approval shall not be unreasonably delayed, withheld or conditioned, a detailed description of the proposed structure for the IP Transfer (the “IP Transfer Proposal”), which proposal shall be made based on the tax consequences to Seller of such transfer, as such consequences may be determined by Seller in its sole discretion, and not for the purpose of depriving Buyer or an Acquired Company of any tax benefit. For purposes of this Section 2.1(b), the parties agree that it shall not be unreasonable for Buyer to withhold approval for the IP Transfer Proposal if it would adversely affect Buyer or an Acquired Company, provided that any IP Transfer Proposal shall not be considered to have an adverse effect on Buyer or an Acquired Company solely because it adversely affects the tax basis of the Transferred IP or the utilization of such basis by Buyer or an Acquired Company, and provided further that Buyer shall be deemed to have approved the IP Transfer Proposal to the extent it provides for (x) transfer of the Transferred IP by way of distribution of the Transferred IP to an Acquired Company in redemption of the shares in McClatchy Management Services, Inc. held by that Acquired Company prior to the Closing or (y) a direct sale of the Transferred IP to Buyer at the Closing. Seller shall be responsible for all costs associated with any transfer or distribution of the Seller Entities’ right, title and interest in and to the Transferred IP pursuant to this Agreement, including any Taxes attributable thereto.
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Transfer of Transferred IP 
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Related to Transfer of Transferred IP

  • 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 Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

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