Rights and Assurances Clause Samples

Rights and Assurances. (a) Subject to the provisions of the Assignment Agreement (including, without limiting the generality of the foregoing, Section 2.01(d) thereof) and Section 2.01(d) of this Agreement, XOX and the Company have each agreed, from and after the Effective Date, that, in consideration of the fee paid by the Company pursuant to Section 2.02(a) below, XOX now hereby conveys, delivers, sells, transfers, and assigns to the Company ownership of all of the Conveyed Rights, including those Conveyed Rights arising as a result of any joint venture, partnership, XOX Affiliate, development agreement or other arrangement that involves XOX and the Conveyed Rights after the Effective Date and before the Anniversary Date, and the Company hereby accepts such conveyance, such that from and after the Effective Date, pursuant to the foregoing, XOX and the Company shall each possess and own independently, all of the rights to and ownership of the Conveyed Rights including, without limiting the generality of the foregoing, equal and independent rights to use, own, license, sublicense, lease, distribute, produce, reproduce, display, modify, enhance, improve or alter the Conveyed Rights, to prepare derivative works based on the Software, and to authorize Third Parties, and to license to Third Parties the right, to do some or all of the foregoing, subject only to the terms and conditions hereof. Each of XOX and the Company shall be entitled, without any obligation of accounting or any obligation to compensate any Person (including each other), except as otherwise as expressly set forth herein, to exercise all of the foregoing rights, including, without limiting the generality of the foregoing, the rights of ownership, control, possession, enforcement (subject to Section 11.02 hereof), use, modification, enhancement, improvement, license, sublicense, lease, distribution, production, reproduction, display, alteration, preparation of derivative works, alienation, and authorization of Third Parties to do any of the foregoing; provided however, that such rights of the Company of ownership, control, possession, enforcement, use, modification, enhancement, improvement, license, sublicense, lease, distribution, production, reproduction, display, alteration, preparation of derivative works, alienation and authorization of Third Parties to do any of the foregoing, shall be limited solely to the Business. (b) Without limiting the generality of the foregoing, XOX and the Company have agreed that a...
View SourceView Similar (2)
Rights and Assurances. 7 2.02 Consideration .............................................8
View SourceView Similar (2)

Related to Rights and Assurances

  • Further Acts and Assurances Each of the Parties after convincing itself agrees to execute and deliver all such further agreements, documents and instruments, and to do and perform all such further acts and things, as shall be necessary or convenient to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

  • Further Actions and Assurances At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.