Intellectual Property Registrations Sample Clauses

Intellectual Property Registrations. Within 60 days after the Closing Date (or such longer period, not to exceed thirty (30) additional days, as Agent may approve in writing), deliver to Agent evidence, in form and substance satisfactory to Agent in its Permitted Discretion, of the transfer, as of record, of the Registered Intellectual Property of the Loan Parties registered in the United States of America or Canada.

Intellectual Property Registrations. (a) All current issuances, registrations and applications in any jurisdiction for any Patents, Copyrights, Mask Works, Trademarks, Domain Names, and any other Intellectual Property Rights, in each case included in the Seller-Owned IP (collectively, “Seller IP Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on Schedule 2.10.2(a) to the Disclosure Memorandum, setting forth the jurisdictions in which such Intellectual Property Right has been issued, registered or applied for and the record owner thereof. All Seller IP Registrations are subsisting. None of the issued or registered Seller IP Registrations have been found by a Governmental Body in an Order to be invalid or unenforceable and no Person has challenged the validity or enforceability of any such Seller IP Registrations. To Seller’s Knowledge, there are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Seller IP Registrations invalid or unenforceable, or would materially affect any pending application for any Seller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller IP Registrations. As of the Agreement Date, there are no actions that must be taken by Seller or Buyer within 60 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Seller IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Seller IP Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Seller IP Registrations have been filed with the relevant Governmental Body, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Seller IP Registrations. Seller has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Seller IP Registrations that would constitute Fraud or a misrepresentation with respect to such application. To Seller’s Knowledge, Seller has not engaged in any action or any omission, conducted the Business, or used or enforced or failed to use or enforce Intellectual Prop...

Intellectual Property Registrations. BioXcel shall authorize and request that any officials of any state or foreign country whose duty it is to issue intellectual property registrations (including letters patent) (a) issue all registrations from any from any applications for registrations, and (b) transfer any applications or registration as applicable, in each case that are included in the Intellectual Property to BTI at BioXcel’s expense.

Intellectual Property Registrations. Prior to the Closing Date, Seller shall execute or have executed and file any documents reasonably requested, drafted and provided by Buyer to effect the change of ownership and recordals with any applicable patent, trademark, and copyright offices and domain name registrars and other similar authorities (i) where Intellectual Property included in the Transferred Assets is still recorded in the name of legal predecessors of any Seller or any Person other than a Seller or (ii) where the relevant recordals of the patent, copyright, and trademark offices, and domain name registrars, and other similar authorities with respect to any Seller's Intellectual Property included in the Transferred Assets are materially incorrect for any other reason; provided that, in each case, the form and content of any such documents shall be subject to Sellers' agreement, not to be unreasonably withheld. Buyer shall reimburse Seller for any reasonable out of pocket costs incurred by Seller in fulfilling Seller's obligations under this Section 5.13.

Intellectual Property Registrations. On or prior to the Transfer Date, the Selling Entities shall execute the assignment documents prepared by the Purchasing Entities in the form set out as Exhibit E to transfer and assign all Intellectual Property applications and registrations for the Intellectual Property which form part of the Purchased Assets and shall provide such assignment documents to the Purchasing Entities for filing with the relevant Governmental Body. The Parties hereto agree to cooperate fully for an orderly transfer of such applications and registrations.

Intellectual Property Registrations. The Contractor will assist the Corporation and its designees, at the Corporation's expense, in every way to secure the Corporation's rights in and to the Corporation Works in any and all jurisdictions, including the disclosure to the Corporation of all pertinent information and data with respect thereto, the execution of any and all applications, specifications, oaths, assignments, and all other instruments which the Corporation will deem necessary or desirable in order to apply for and obtain such rights and in order to assign and convey to the Corporation and its affiliates and their respective successors, assigns, designees, and nominees the sole and exclusive rights, title, and interest in and to such Corporation Works. If the Corporation is unable because of the Contractor's mental or physical incapacity or for any other reason to secure the Contractor's signature to apply for or to pursue any application for any Canadian or foreign patents or copyright registrations covering Corporation Works assigned to the Corporation pursuant to this Agreement, the Contractor hereby irrevocably and unconditionally designates and appoints the Corporation and its respective duly authorized designees as the Contractor's agent and attorney in fact, to act for and in the Contractor's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by the Contractor.

Intellectual Property Registrations. Schedule 2.

Intellectual Property Registrations. Section 2.13(d) of the Disclosure Schedule identifies each Intellectual Property Registration that is registered or filed in the name of the Company or any Subsidiary, alone or jointly with others, in each case enumerating specifically the applicable filing or registration number, title, subject matter, jurisdiction in which the filing was made or from which registration issued, date of filing or issuance, names of current registered owners (if other than the Company), and status of any required issuance, renewal, maintenance or other payments due within one year following the date of this Agreement. All assignments of Intellectual Property Registrations have been properly executed and recorded. To the knowledge of the Company, all Intellectual Property Registrations to the Company are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Company or any Subsidiary, as applicable.

Intellectual Property Registrations. Prior to Closing, the Company will direct its current intellectual property counsel to forward all correspondence regarding Intellectual Property Registrations to Parent’s intellectual property counsel, S▇▇▇▇▇▇▇ ▇▇▇▇ P.C.