Related Party Assets Sample Clauses

Related Party Assets. Shareholder shall transfer to Company, free and clear of all Liens, at or prior to the Closing good and valid title to all rights and assets, including, without limitation, machinery, equipment, molds, dies, tools and templates, used in connection with, or necessary or desirable to conduct, the Business, which are owned by Shareholder or any other Related Party (as hereinafter defined), but not including the Patents (the "Related Party Assets"), as more particularly described on Schedule 3.3 hereto. Without limiting any other rights Buyer may have under this Agreement or otherwise, in the event that all of the Related Party Assets are not transferred to Company at or prior to the Closing, Shareholder hereby grants to Buyer and Company, and/or Shareholder shall cause to be granted, the exclusive, worldwide, royalty-free license to use all of the Related Party Assets in connection with the conduct of the Business following the Closing until transferred to and in the name of Company.
Sample 1
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Related Party Assets. To the extent any member, manager, employee, or Affiliate of the Company currently has title or other rights to any assets that would constitute the Purchased Assets if such assets were owned by the Company, the Company will cause an assignment of any such title or rights to the Company prior to Closing.
Sample 1

Related to Related Party Assets

  • Related Party Contracts To the extent requested in writing by the Acquirer with respect to any specific identified contract prior to the Effective Time, the Company shall take all actions necessary to terminate, and shall cause to be terminated, each Related Party Contract, in each case without any further liability or obligation of the Company, the Surviving Corporation, Acquirer or any of their respective Subsidiaries or Affiliates and, in connection therewith, the Company (or its applicable Subsidiary) shall have received from the other party to such Related Party Contract a release in favor of the Company, the Surviving Corporation, Acquirer and their respective Subsidiaries and Affiliates from any and all liabilities or obligations arising out of such Related Party Contract.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Intellectual Property Assets (a) The term “

  • Related Party The Liquidity Provider is not related to the Fund within the meaning of Section 267(b) or Section 707(b) of the Code.

  • Single Asset Entity 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all timed conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:

  • Other Properties If any Imposition shall be levied, charged, filed, assessed, or imposed upon or against the Leased Property, and if such Imposition shall also be a levy, charge, assessment, or imposition upon or for any other real or personal property that does not constitute a part of the Leased Property, then the computation of the amounts to be deposited under this Section 4.6 shall be based upon the entire amount of such Imposition and the Lessee shall not have the right to apportion any deposit with respect to such Imposition.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

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