Executed Assignments definition

Executed Assignments means both the executed and notarized Assignment of Patent Rights in Exhibit B and the executed Assignment of Rights in Certain Assets in Exhibit C, each as signed by a duly authorized representative of Seller.

Executed Assignments means both the executed and witnessed Assignment of Patent Rights in Exhibit C.

Executed Assignments means the executed Assignment of Patent and Trade/Service Marks Rights in the form attached as Exhibit B, and the additional documents Seller may be required to execute and deliver under Section 5.2.

Examples of Executed Assignments in a sentence

• Seller caused the Executed Assignments to be delivered to Purchaser’s representatives.

• Purchaser may record the Executed Assignments with the applicable patent offices only on or after Closing.

• Upon receipt of the executed copy of this Agreement as well as the original Executed Assignment(s), Escrow Agent shall immediately give Parties a written notice to acknowledge receipt of duly Executed Assignment(s) as provided in Exhibit B, and present for Assignee’s payment.

• Seller understands and acknowledges that, if any of the Patents are assigned to Seller’s affiliates or subsidiaries, Seller may be required prior to the Closing to perform certain actions to establish that Seller is the assignee and to record such assignments, On or before Closing, Seller will execute and deliver to Purchaser’s outside counsel, to hold in escrow pending receipt of written permission from Seller to release, the Executed Assignments to Purchaser.

• Purchaser’s outside counsel may send a Transmitted Copy of such Executed Assignments to Purchaser for Purchaser’s review, but for no other purpose.

• The sale, assignment, transfer and conveyance of the Assigned Patent Rights and the Assigned Abandoned Rights will be evidenced by the Executed Assignments.

• Assignor caused the Executed Assignments to be delivered to the Escrow Agent.

• At Closing, Seller will deliver the following items to Purchaser or its representative, and the delivery of each item will be a condition to Purchaser’s obligations under this Agreement: (i) an original counterpart of this Agreement duly executed by Seller; (ii) the original Executed Assignments; and (iii) such other documents, certificates, consents, waivers and supporting papers necessary to consummate the transactions contemplated by this Agreement.

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• Purchaser may record the Executed Assignments with the applicable patent offices only on or after Closing and full payment to Seller’s agent’s account, as set forth above, of the full amount set forth in this paragraph 3.4.

More Definitions of Executed Assignments

Executed Assignments means both the executed and attested Assignment of Patent Rights in the form attached as EXHIBIT B, the executed Assignment of Rights in Certain Assets in the form attached as EXHIBIT C, each as signed by a duly authorized representative of Seller, and the additional documents Seller may be required to execute and deliver under paragraph 5.3.

Executed Assignments means both the executed and notarized Assignment of Patent Rights in Exhibit B, the executed Assignment of Rights in Certain Assets in Exhibit C, each as signed by a duly authorized representative of Seller, and the

Executed Assignments means the executed Assignment of Patent Rights to UDC, or its assignee or designee, in accordance with the template assignment in ExhibitE signed by a duly authorized representative of FUJIFILM.

Executed Assignments means the form of assignments attached hereto as Exhibit A executed by Seller pursuant to Section 2.1(a). “Encumbrances” means those pre-existing encumbrances on [7] the Assigned Patent Rights disclosed to Purchaser as set forth on Exhibit B. For clarity, any patents or patent applications claiming priority, directly or indirectly, to any of the Patents after the Effective Date will also be subject to the Encumbrances. “Obligation” means any obligation undertaken by Seller in any written agreement granting an Encumbrance that by the terms of such agreement requires an assignee or transferee of the Assigned Patent Rights to be bound to the same obligations as Seller, including for illustrative purposes only, rights granted upon the exercise of an [5] This provision defines the effective date for the actual transfer of rights as well as other events keyed to the Closing date. This provision echoes that the above- mentioned purpose of this Agreement, e.g., transferring patent rights. “Substantial” may be included here to capture any patents that are inadvertently omitted from Exhibit A or to affirm that the Purchaser will have standing to xxx. On the other hand, “substantial” could also imply that certain related patents are not being transferred, so if you are confident that Exhibit A is complete, consider language such as “all rights, title, and interest” as stated in Section 2(a) below. [6] Building upon the definition of Affiliate above, this provision further defines the parties involved based on a relatively broad definition of control. Another approach is as follows: “’control’ means the direct or indirect ownership or control (whether through contract or otherwise) of fifty percent (50%) or more of the stock or shares entitled to vote for the election of directors in the case of corporate entities and in the case of non-corporate entities, fifty percent (50%) or more of the equity interest with the power to direct management policies.” [7] “Encumbrances” may include any restrictions that are carried with the rights being transferred, which may inhibit usage or subsequent transactions. This may include restrictions imposed by a third party or even as negotiated by the Seller. This may include such things as liens, licenses, title issues, or any other type of restriction or defect. Under the Representations and Warranties in Section 4.1(b) below, Seller must disclose all encumbrances in Exhibit B.