Cooperation in Enforcing Ownership Rights Sample Clauses

Cooperation in Enforcing Ownership Rights. At Licensor's request, Licensee Manufacturer will cooperate fully, at Licensor's expense, in confirming, perfecting, preserving and enforcing Licensor's rights in the Licensor Mark. Licensee Manufacturer may have to provide evidence of use materials. If that is contemplated, and the Licensee Manufacturer is not sophisticated, it may be wise to clarify that this is one instance in which this comes to bear, and what is required to fulfill the requirements of the relevant trademark registration office. Unauthorized Use. Licensee Manufacturer agrees to notify Licensor of any unauthorized use, unfair competition or other infringement by other persons relating to the Co-Brand or the Licensor Mark promptly after it comes to Licensee Manufacturer's attention. Licensor agrees to notify Licensee Manufacturer of any unauthorized use, unfair competition or other infringement by other persons relating to the Co-Brand or the Licensee Manufacturer Mark promptly after it comes to Licensor's attention. The Parties shall have the right to determine what action, if any, will be taken to remedy any infringement(s) of or related to their respective trademarks or other intellectual property rights, either standing alone or as incorporated in the Co-Brand. The Parties shall not take any action with respect to such infringements of the other party's trademarks or other intellectual property, standing alone, without the prior written consent of the other Party. Notwithstanding the foregoing, the Parties agree to cooperate in good faith in determining what action to take regarding any infringement of the Co-Brand. Requiring written consent of a third party’s unauthorized use of the mark ensures that the parties move together in an assertion action. ADDITIONAL OBLIGATIONS OF Licensee Manufacturer Royalty Payment. During the Term, and thereafter as provided in Section 8.9 hereof, Licensee Manufacturer shall pay a Royalty payment to Licensor on the twentieth (20th) day of each month following the Effective Date with respect to Net Sales of Product made during the previous month. Licensee Manufacturer shall provide an accounting with each such Royalty payment showing a breakdown of the Royalty amount and other mutually agreed documentation. Licensor shall have the right to question and confirm the amount of a Royalty payment or any part thereof and the right to inspect Licensee Manufacturer's books and records relating to such Royalty payment for a period of one (1) year following such...
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Cooperation in Enforcing Ownership Rights. At Licensor's request, Licensee Manufacturer will cooperate fully, at Licensor's expense, in confirming, perfecting, preserving and enforcing Licensor's rights in the Licensor ▇▇▇▇. Licensee Manufacturer may have to provide evidence of use materials. If that is contemplated, and the Licensee Manufacturer is not sophisticated, it may be wise to clarify that this is one instance in which this comes to bear, and what is required to fulfill the requirements of the relevant trademark registration office.
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Related to Cooperation in Enforcing Ownership Rights

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal restriction or any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.

  • Transfer Books; No Further Ownership Rights in Shares At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.