Confirmatory Assignments Sample Clauses

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Confirmatory Assignments. The Company shall (and the Seller and each of the Key Stakeholders shall cause the Company to) use commercially reasonable efforts to obtain an executed confirmatory assignments of Intellectual Property Rights, in a form that is reasonably satisfactory to Parent, from each of the Company’s former independent contractors and consultants that have been involved in the creation or development of any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries, and that have not assigned all of their Intellectual Property Rights related thereto to the Company or such Subsidiary, as applicable, pursuant to an agreement in a form that is reasonably satisfactory to Parent.
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Confirmatory Assignments. Upon request, Strategic promptly win execute and deliver to Consumer Services LP all assignments and other instruments and documents necessary or appropriate to vest in or confirm to Consumer Services LP full, complete, good, and marketable title to the assets of Strategic and to carry out the intent of this Agreement.
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Confirmatory Assignments. NeuroCo has submitted, or will submit concurrently with the execution of this Agreement, to the USPTO for purposes of recording such assignment, a short-form confirmatory assignment from SRM to NeuroCo of all of SRM’s right, title and interest in and to the Patents and the [***] patent family of Sister Patents in substantially the same form as Exhibit D attached hereto. Promptly following the Effective Date, NeuroCo will submit to the applicable foreign patent office, as appropriate for purposes of recording such assignment, a short-form confirmatory assignment from SRM to NeuroCo of all of SRM’s right, title and interest in and to the Patents and the [***] patent family of Sister Patents in substantially the same form as Exhibit D attached hereto. The execution and recordation of such confirmatory assignments shall be a condition precedent to the effectiveness of all other provisions in this Agreement.
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Confirmatory Assignments. Each Party shall take all reasonable actions requested by the other Party responsible for Prosecuting any Development Program Patent Right that includes (i) any claim Covering any Joint Development Program Invention and/or (ii) a claim Covering any Development Program Invention owned solely by one Party along with a claim Covering any Development Program Invention owned solely by the other Party hereunder to perfect or separately document the other Party’s ownership interest rights in such Development Program Patent Right as provided for in this Agreement, including by causing its and its applicable Affiliates’ and Third Party subcontractors’ employees and agents to execute appropriate assignment documents, and the requesting Party shall not be required to pay any remuneration to the other Party or its Affiliates or Third Party subcontractors, or any of their employees, or agents, for the execution of any assignments or other papers pursuant to this Section. For clarity, each Party (directly or through its applicable Affiliate or Third Party subcontractor) shall be solely responsible for any compensation due to it and its Affiliates’ and Third Party subcontractors’ employees and agents in connection with the assignment of their respective rights to any Development Program Inventions and associated Development Program Patent Rights pursuant to this Agreement or the exploitation of any Party or its Affiliates or Third Party sublicensees hereunder of any such Development Program Inventions or associated Development Program Patent Rights, including any required by operation of Applicable Law on account of any Commercialization of any such Development Program Inventions by or on behalf of ▇▇▇▇▇▇▇ hereunder.
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Confirmatory Assignments. Seller shall have entered into a Confirmatory Assignment Agreement in the form attached hereto as Exhibit K (the “Employee Confirmatory Assignment Agreement”) with each of ▇▇▇▇▇ Brake, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, J. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, and Seller shall have delivered copies of such duly executed Employee Confirmatory Assignment Agreements to Buyer. Seller shall have entered into a Confirmatory Assignment Agreement in the form attached hereto as Exhibit L (the “Confirmatory Assignment Agreement”) with plaNet Consulting, Inc., and Seller shall have delivered a copy of such duly executed Confirmatory Assignment Agreement to Buyer.
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Confirmatory Assignments. The Vendor shall deliver at or prior to the Closing all of the Confirmatory Assignments duly executed by the parties thereto, and the same shall be in full force and effect as of the Closing.
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Confirmatory Assignments. The Parties agree to have executed and filed with the Japan Patent Office, United States Patent and Trademark Office, and any other relevant Governmental Authority the confirmatory assignment(s) attached hereto as Exhibit D as are reasonably requested by HoldCo, customarily filed, or required by any Legal Requirement to record any Transferred IP Asset that is a Registered IP Asset and is assigned to HoldCo or any Company Group Entity pursuant to this Agreement (“Assignment Documents”). Except as otherwise set forth in Section 1.8 and Section 1.10, any such procedures (such as registration) required for the assignment of the Transferred IP Assets from Seller and the Seller Group Entities to HoldCo shall be undertaken at HoldCo’s expense and responsibility on or after the Closing Date. Seller shall deliver to HoldCo the Assignment Documents for all (i) Freely Assigned Patents and Freely Assigned Copyrights and Know-How on the Closing Date, and (ii) Restricted Assigned Patents and Restricted Assigned Copyrights and Know-How promptly after Seller or any Seller Group Entity receives from each relevant Third-Party IP Owner each document necessary for the assignment of the Restricted Assigned Patents and Restricted Assigned Copyrights and Know-How.
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Confirmatory Assignments. Within 30 days of the Closing, the Stockholders’ Representative will deliver to Parent confirmatory assignments in the form of Exhibit K executed by each of the inventors of the patent applications listed in such confirmatory
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Confirmatory Assignments. The executed confirmatory assignments of Intellectual Property delivered pursuant to Section 1.2(b)(vii) from the Sellers and any of the Company’s current and former employees, consultants, advisors and independent contractors shall be in full force and effect and no action shall have been taken by any such individual to rescind any of such agreements.
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Related to Confirmatory Assignments

  • Shift Assignments When an opening occurs in a shift assignment in an appropriate work group at a location, preference shall be given to employees within the classification who possess the training, ability and any required special qualifications to perform the work required, on the basis of seniority. In the event that no employee desires a shift assignment, employees shall be selected in order of inverse seniority. This provision shall not apply to necessary training assignments. This provision shall not in itself alter the practice of rotating shifts where such practice presently exists. No employee who has a regular shift assignment on the effective date of the Agreement shall be involuntarily displaced from such shift assignment as a result of this Article.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thom▇▇▇▇ ▇▇▇k Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

  • Extra Duty Assignments A. Any assignment in addition to the normal teaching schedule during the regular school year shall not be obligatory, except band, choir and drama (if a class), but shall be with the consent of the teacher. 1. Preference in making such assignments shall generally be given to teachers regularly employed in the District. The final appointment will be made in the best interest of the students. 2. Applicants for Schedule B positions must meet minimum requirements as developed by the District 3. If there is more than one teacher applicant for a Schedule B position, the teacher whom the Superintendent deems is best qualified in the activity will be awarded the position after considering the teacher's previous experience in the activity and professional background. 4. If the Board is unable to fill the position with someone from the outside, the Board may assign the position to a teacher. 5. No teacher shall be required to accept more than one (1) such position per school year. 6. Advance notice of any such assignment shall be given as soon as practical but at least fifteen (15) days before the assignment begins except for emergencies and those assignments that begin before the opening of school, or during the first week of school. It is agreed that co-curricular and extra-curricular positions are non-tenure in nature. B. Returning Staff 1. All persons holding Schedule B positions shall be contacted, by the Athletic Director or Principal, no later than June 30, for fall and winter activities, and October 30, for spring activities, and shall, at that time, indicate their intent to continue in said position. 2. All vacancies shall be posted as soon as reasonably possible. 3. Attempts will be made to fill all positions no later than two (2) weeks before the start of the activity. C. Experience Credit for Extra Duty. Supplemental pay for Schedule B activities shall be based upon the appropriate salary step of Schedule B. For the purpose of step placement on Schedule B, the following will apply: 1. Teachers will be given credit for each year's experience in a particular activity which they are to perform on the extra duty schedule which is comparable to the previous position (i.e. same sport or activity) they performed at their prior place of employment. However, step placement will be no higher than Step 4 and there shall be no retroactive payment for past years services. 2. When changing positions within a particular activity which is comparable to the previous position (i.e. same sport or activity), step placement will be maintained within and between classes, except that if the change would result in movement to a higher paying class, step placement will be no higher than Step 4. 3. A teacher who is currently holding a position covered by Schedule B will be placed on said pay schedule in accordance with the above provision effective with this Agreement. 4. If a new program is developed during the term of this Agreement, compensation will be made on the basis of the nearest like program in Schedule B. D. Evaluation of Coaches. Coaches shall be evaluated in writing by the Athletic Director, Superintendent, or other administrator at the conclusion of the coaching season or school year, whichever is earlier. The coach may submit in writing any response desired which shall be attached to the evaluation.

  • Work Assignments Section 1. The Company shall determine whether to staff a position or fill a vacancy and the method or combination of methods it shall use for such purposes. In making this determination, the Company shall first give consideration to qualified internal candidates prior to off-street applicants. All vacancies within the Bargaining Unit shall be posted (manually or electronically) in such a fashion as to be accessible by employees. The posting shall include the title, pay range, and sufficient information regarding requirements and duties to adequately describe the vacancy. The vacancy shall remain posted for seven (7) calendar days. Section 2. In connection with Section 1. above, employees who have met a twelve (12) month time-in-title and location requirement shall be afforded the opportunity to submit to the Company a form on which they may identify their interest in being considered for vacancies which occur in the Bargaining Unit. Section 3. When a vacancy is to be filled from within the Bargaining Unit, Management will consider all qualified candidates who have forms on file relating to the vacancy in question. In selecting the employee to fill the position, the Company will first give due consideration to the candidates’ qualifications and past performance and where those factors are relatively equal, in the judgment of the Company, it shall consider seniority. Section 4. The Company agrees to provide the Union, in writing, the names and titles of all candidates selected under this Article, by the fifteenth (15th) calendar day after any such selection is made. Section 5. Nothing in this Agreement shall be applied or interpreted to restrict the Company in the exercise of its right to hire, promote or transfer; and, to the extent the needs of the business require, to have Bargaining Unit work performed by its supervisory personnel, or its right to make sales assignments without limitations.

  • Further Assignments The Seller acknowledges that Ally Auto may, pursuant to the Further Transfer Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that Ally Auto may assign its rights under the Custodian Agreement to the Issuing Entity.