Agreement to Assign and Sell Sample Clauses

Agreement to Assign and Sell. (a) At the Closing (as defined in Section 2.1) the Seller will, and the Shareholder will cause the Seller to, subject to the terms in sub-section (d) below, validly and effectively grant, convey, assign, transfer and deliver to the Purchaser, upon and subject to the terms and conditions of this Agreement and the license agreement between Seller and Unique Biotechnical Nutrition, all of the Seller’s contractual right, title and interest in and to certain intellectual property, product research and development, work in progress, know-how and related information, including, but not limited to: the proprietary formulations for two nutritional supplement products known under the trade names: (i) “T-Rx”; and, (ii) “Vital Female”; and, (b) Separately at the Closing, the Seller will, and the Shareholder will cause the Seller to, subject to the terms in sub-section (d) below, validly and effectively grant, sell, convey, assign, transfer and deliver to the Purchaser, upon and subject to the terms and conditions of this Agreement: all legal right, title and interest, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, Seller’s interest in certain intellectual property, product research and development, work in progress, know-how and related information, including, but not limited to, the nutritional supplement product known under the trade name: “Projuvenol.” Subject only to the terms of this Agreement. (c) With respect to the sale of “Projuvenol”, the Seller and the Shareholder agree to validly and effectively grant, sell, convey, assign, transfer and deliver to the Purchaser all existing and available rights for any patent, trademark, service ▇▇▇▇ or copyright related to “Projuvenol”, whether registered or unregistered, and any applications therefor. Such grant, sale, conveyance, assignment, transfer or delivery shall be unequivocally in favor of Purchaser without any residual interest remaining in the Seller or the Shareholder, and any and all transfers as noted in this sub-section (c) shall be with prejudice to any claim by the Seller or the Shareholder after the Closing of this Agreement. Seller and Shareholder’s agreement in this regard shall bind and be effective as to their respective successors, assigns, heirs, trusts, trustees, agents, directors, officers, employees, representatives, insurance carriers, attorneys, divisions, subsidiaries, affiliates (and agents, directors, office...
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Related to Agreement to Assign and Sell

  • Consent to Assignment The Assignor hereby irrevocably assigns the Agreement in all respects to the Assignee and the Assignee accepts the assignment thereof in all respects.

  • Exception to Assignments I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and not otherwise disclosed on Exhibit A.

  • Party B’s Rights and Obligations 9.1 Party B is entitled to request Party A to repay the principal, interest accrued thereon and expenses when due, to manage and control the payment of loan amounts, to monitor on a real-time basis overall cash flows of Party A and to accelerate the maturity of the loan considering the status of collection of sale proceeds of Party A. Party B may exercise any other rights hereunder and demand Party A to perform any other obligations hereunder. 9.2 Party B is entitled to engage in Party A’s large-amount financing (The total amount of such financing shall be more than RMB SEVENTY-FOUR MILLION or Foreign Exchange equivalent) , sale of assets, merger, split-up, stock-company restructuring, bankruptcy, liquidation and other activities for the purpose of protecting Party B’s rights. The way(s) of engagement shall be (1) (multiple choices are allowed) (1) Party A shall seek Party B’s prior written consent before carrying out any of the above activities; (2) Party B is entitled to arrange for Party A’s large-amount financings; (3) the sale price and buyer of the assets shall be in compliance with the following: (5) other ways Party B deems fit. 9.3 Party B shall advance the Loan as provided herein unless the delay or failure in advancing the Loan is caused by any reason attributable to Party A or any other reason that can not be attributed to Party B. 9.4 Party B shall keep confidential the relevant financial documents and manufacturing and operating trade secrets furnished by Party A except otherwise provided by the laws, regulations and rules, or required by the competent authorities, or agreed between the parties hereto. 9.5 Party B shall not bribe Party A or its employees, nor request any bribe or accept any bribe offered by Party A. 9.6 Party B shall not engage in any activity which is dishonest or will be detrimental to Party A’s lawful interests.

  • Finance Parties’ rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt. (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

  • Parties' Rights and Obligations If during the Term there is any Condemnation of all or any part of the Leased Property or any interest in this Lease, the rights and obligations of Lessor and Lessee shall be determined by this Article 15.