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Assignor[s
Assignor[s contract clause examples
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Assets. Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee, and Assignee hereby purchases and receives from Assignor, the following Assets owned or held by Assignor as of the Effective Date. The term “Assets” shall mean all of Assignor’s right, title, interest and estate, real or personal, movable or immovable, tangible or intangible, in and to the following:

Assignee shall keep Assignor informed as to progress with respect to the development of Products (whether by Assignee or its Licensees), including, without limitation, the conduct of clinical trials, regulatory submissions and approvals, manufacturing arrangements, marketing activities and sublicensing, and shall deliver to Assignor a written annual report summarizing such progress by January 31 of each year, beginning January 31, 2016. For clarification, Assignee’s reporting obligations under this Section 2.3(b) are in addition to Assignee’s reporting obligations under Section 4.1. The contents of Assignee’s progress reports to Assignor shall be deemed to be Assignee’s Confidential Information.

Publications. Assignor shall be free to make publications and presentations regarding the subject matter of the Patent Rights, including oral presentations and abstracts, provided such publications and presentations do not contain or disclose Confidential Information of Assignee. In the case of any proposed oral presentation by Assignor regarding the Patent Rights and taking place before publication of any of the Patent Rights, Assignor shall inform Assignee of Assignor’s proposed oral presentation in advance thereof. Assignee shall have the right to review any written material proposed for publication by Assignor, such as by manuscript or abstract. Before any such written material is submitted for publication, Assignor shall deliver a reasonably complete draft to Assignee a reasonable period (at least […​…], but, in any event, no fewer than […​…]) prior to submitting the material to a publisher or initiating any other disclosure. If Assignee identifies any Confidential Information of Assignee contained in such written material, Assignor shall comply with Assignee’s request to delete references to Assignee’s Confidential Information in any such material.

Termination. Upon any termination of this Agreement pursuant to Section 8.2 or Section 8.3, the Patent Rights shall automatically be reassigned to Assignor, and Assignee will assist Assignor in formally transferring the Patent Rights to the Assignor, at Assignee’s cost. Notwithstanding the foregoing, solely in the event of termination of this Agreement by Assignor pursuant to Section 8.3 (but not termination of this Agreement by Assignee pursuant to Section 8.2):

There are no defaults by Assignor; and, to the best of Assignor’s knowledge, there are no defaults by Landlord under the Lease, and no event has occurred and no condition exists which, with the giving of notice or passage of time, would constitute a default under the Lease by Landlord or Assignor; and

For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof without recourse equal to the percentage interest specified on [Schedule 1]. After giving effect to such sale and assignment, the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth in [Schedule 1].

Assignment; Effective Date. The parties acknowledge that, pursuant to [Section 22(b)] of the Lease, Landlord’s consent to the assignment of the Lease to Assignee is not required, but Landlord has the right to approve the form of this Agreement. Effective as of the later of # the date Landlord consents in writing to the form of this Agreement, and # the date that Assignor notifies Assignee in writing that Assignor has completed any decontamination of the Premises as required by the Surrender Plan and vacated the Premises, provided that Assignor has previously given Assignee at least thirty (30) days prior written notice of such estimated date of surrender (the “Effective Date”) (which the parties currently anticipate will be approximately February 1, 2015), the Assignor hereby assigns, transfers and delivers to the Assignee all of its right, title and interest as Tenant under the Lease ; provided that Assignor hereby reserves the right of access to the Premises, upon twenty-four hour notice to Assignee, as reasonably required to facilitate Assignor’s obtaining the appropriate closure letter from the applicable governmental authorities (“Closure Letter”) which is the final step in Assignor’s completion of the Surrender Plan in accordance with the provisions of [Section 28] of the Lease (the “Surrender Plan”).

all documents or instruments of Assignor that may be protected by attorney-client privilege or that are work product of Assignor’s counsel (other than title opinions, Leases, easements and Contracts, and any such records and files to the extent they relate to the Assets); and

subject to [Section 2.01(e)], all of Assignor’s rights, claims and causes of action to the extent attributable to ownership, use, maintenance or operation of the Assets on or subsequent to the Effective Date, including without limitation past, present, or future claims, whether or not previously asserted by Assignor;

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