Purchased Contracts. The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:
Purchased Contracts. The Purchase Price is payable in cash in an amount of $464,968,304.54 on the Closing Date.
Purchased Contracts. Subject to Section 2.5(c), any Liability (i) arising out of any actual or alleged breach of, or nonperformance under, any Contract (including any Purchased Contract or Shared Contract) prior to the Closing or (ii) accruing under any Purchased Contract with respect to any period prior to the Closing;
Purchased Contracts. The [Initial] Purchase Price is payable in cash in an amount of $ on the Closing Date.
Purchased Contracts. (a) The Company has delivered or has made available to Buyer a correct and complete copy of each written Purchased Contract, and a detailed summary of the terms of any oral Purchased Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto. Section 4.11(a) of the Disclosure Schedule sets forth each Purchased Contract that:
(i) obligates the Company, or will obligate Buyer, to make payments to third parties based on the development or sale of any Product;
(ii) obligates the Company, or will obligate Buyer, to satisfy diligence, indemnification or minimum purchase obligations; or
(iii) includes any exclusivity, non-competition or most-favored nation provisions.
(b) The Purchased Contracts include all Contracts of the Company related to any Program Compound, Product or compound that is [*] any Program Compound. Subject to the Equitable Exceptions, each Purchased Contract is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, valid, binding and enforceable on identical terms following the Closing Date. No Purchased Contract has been breached in any material respect or cancelled by the Company, or to the Knowledge of the Company, by any other party thereto. Other than waivers of past obligations that would have been fully performed in accordance with their terms prior to the Closing Date, the Company has not irrevocably waived any of its rights under any Purchased Contract. The Company has performed all material obligations under such Purchased Contracts required to be performed by the Company. To the Knowledge of the Company, there is no event which, upon giving of notice or lapse of time or both, would constitute a breach or default under any such Purchased Contract or would permit the termination, modification or acceleration of such Purchased Contract. The Company is not participating in any active discussions to amend the terms of any Purchased Contract. The Company has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Purchased Contract.
(c) The Patents licensed to the Company pursuant to the SK License include all Patents owned or controlled by SK or its Affiliates that disclose or claim ADX-N05, its manufacture or its use in the Field (as defined in the SK License). Except as set forth on Section 4.11(c) of the Disclosure Schedule, as of the Closing, there are [*] (as defined in the SK License) [*] or [*] and the Com...
Purchased Contracts. Purchased Intellectual Property
Purchased Contracts. The Initial Purchase Price is payable as follows: (i) partially in cash on the Closing Date, and (ii) the remainder shall be deemed to have been added to the outstanding balance of the subordinated note, dated as of December 15, 2000, payable by CNHCR to CNHCA and executed in connection with the Liquidity Receivables Purchase Agreement.
Purchased Contracts. All right, title and interest of Seller in, to and under the leases, contracts and agreements to which Seller is a party or a beneficiary and which relate to or are necessary for the Business (collectively the "Purchased Contracts"). Schedule 2.1(e) hereto contains a list of all leases, contracts and agreements to which Seller is a party or a beneficiary, which relate to or are necessary for the Business and which either (i) involve the payment or receipt by Seller of any form of services or consideration in any 12-month period in excess of $10,000; or (ii) which are not terminable or cancelable upon 60 days' notice;
Purchased Contracts. All amounts due and payable with respect to the Purchased Contracts prior to the date hereof have been paid through the date hereof and all such amounts due and payable immediately prior to the Closing Date will have been paid through the Closing Date and, to Seller’s Knowledge, there are no material breaches, violations or defaults under any provision of any Purchased Contracts, which would have a Material Adverse Effect. To Seller’s Knowledge, Seller has complied with all terms of use, terms of service and other obligations of the Purchased Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites or services in the conduct of the Business.
Purchased Contracts. (a) Sell, assign or otherwise encumber any Purchased Contract, except as expressly permitted by the Operative Documents; or
(b) Cancel, terminate, amend, modify or waive any term or condition of any Purchased Contract (including the granting of rebates or adjustments with respect thereto), except in accordance with the Credit and Collection Policy.
