Acquired Company. Effective as of the closing of the acquisition of an Entity subject to this Section 3.2, Sublicensor and Licensor hereby release, acquit and forever discharge any Entity that is acquired bySublicensee or any of its Affiliates after the Effective Date (“Acquired Company”), its Affiliates, its Authorized Third Parties and all of its and their insurers, attorneys, servants, officers, employees, agents, directors, shareholders, owners, users, customers, distributors, resellers (including but not limited to value-added resellers), manufacturers (including but not limited to original equipment or device manufacturers), suppliers, assemblers, replicators, and integrators (collectively, “Acquired Company Released Parties”) from all actions, causes of action, claims or demands, liabilities, losses, damages, attorneys’ fees, court costs, or any other form of claim or compensation for known and unknown acts related to or based upon any claim of infringement of the Licensed Patents that occurred prior to the closing date of the acquisition of such Acquired Company (“Acquired Company Claims”), and Sublicensor and Licensor hereby covenant not to xxx or threaten to xxx (or instruct, encourage or aid a third party to xxx or threaten to xxx) any Acquired Company Released Party with any such Acquired Company Claims; provided that this Agreement would be a complete defense against such Acquired Company Claims had such acts occurred after the closing date of such acquisition. The release granted under this Section 3.2 to an Acquired Company Released Party (other than the Acquired Company itself and its Affiliates) shall be only to the extent of its capacity as such of, for or on behalf of such Acquired Company.
Acquired Company. Mortgage, Assignment of Leases and Rents and Security Agreement dated as of October 6, 2004 from FB Distro Distribution Center, LLC to BankAtlantic Commercial Mortgage Capital, LLC.
Acquired Company. Guaranty dated October 6, 2004 by Charming Shoppes, Inc. for the benefit of BankAtlantic Commercial Mortgage Capital, LLC guarantying the payment and performance obligations of FB Distro Distribution Center, LLC under the Mortgage, Assignment of Leases and Rent and Security Agreement dated as of October 6, 2004.
Acquired Company. Lease Agreement dated September 28, 2004 between FB Distro Distribution, LLC and FB Distro, Inc.
Acquired Company. Flamel is a French joint-stock company (société anonyme) with a share capital of EUR5,029,783 comprising 41,241,254 shares having a nominal value of EUR0.12196, all fully paid and registered office located at Parc Club du Moulin à Vent, 00, xxxxxx xx Xx Xxxxxxx Xxxx, 69200 Vénissieux, France, registered with the Lyon Trade and Companies Register (RCS) under no. 379 001 530.
Acquired Company a) Business name: ACTIVEBRAND Spółka z ograniczoną odpowiedzialnością b) Legal status: spółka z ograniczoną odpowiedzialnością (limited liability company)
Acquired Company. The Forms shall be prepared in accordance with Section 338 of the Code and any applicable Treasury Regulations (or, if applicable, comparable provisions of state and local income Tax law).
Acquired Company. The Acquired Company is an entity duly organized, validly existing and, where applicable as a legal concept, in good standing (or equivalent) under the laws of its jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Such jurisdictions where the Acquired Company is qualified to conduct business as a foreign company are set forth on Section 2.1(b) of the Disclosure Schedule. The Acquired Company has all requisite corporate or comparable power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that has a material adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance directly or indirectly resulting from or arising out of (i) actions taken by the Parties as required or expressly contemplated by this Agreement (including the Pre-Closing Transactions) or at the request of or with the consent of Buyer, or the failure to take any action prohibited by this Agreement, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates, (iii) changes in the Business’ industry or in markets generally, (iv) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, political or business conditions in any country or region, (vi) acts of war,...
Acquired Company. In the event of an Acquisition of an Entity (“Acquired Company”) by Cisco or its Affiliates, then Forgent, on behalf of itself and its Affiliates, shall release the Acquired Company and all of its current and former officers, employees, agents, directors, shareholders, owners, users, customers, distributors, resellers (including value-added resellers), manufacturers (including original equipment or device manufacturers), assemblers, replicators, and integrators [***] of such Acquired Company.
Acquired Company. The Acquired Company is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Acquired Company has all requisite power and authority to own, operate and lease its properties and to carry on its business as and where such business is presently conducted. The Acquired Company is duly qualified or licensed to do business as a foreign entity in, and, to the extent applicable, is in good standing under the laws of, each jurisdiction wherein the character of the properties owned by it, or the nature of its business, makes such licensing or qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, be expected to be adverse to the Acquired Business.
