U.K. LLP Sample Clauses

U.K. LLP. If the Seller does not complete the purchase of all of the U.K. LLP’s assets prior to Closing, then (a) within thirty (30) days after the Closing Date, the Seller shall convey, transfer, assign and deliver to the Purchaser all right, title and interest to all of the Intellectual Property owned by U.K. LLP, including to any New Business System (as such term is defined in the LLP Agreement) and any Intellectual Property Rights as such term is defined in the LLP Agreement) and (b) during the 30-day period after the Closing Date, the U.K. LLP shall not grant to any other Person any license of or right to use, or authorized the retention of any rights to use or joint ownership of, any (i) Intellectual Property owned by U.K. LLP as of the date of this Agreement, including to any New Business System (as such term is defined in the LLP Agreement) or (ii) any Intellectual Property Rights (as such term is defined in the LLP Agreement).
Sample 1
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Related to U.K. LLP

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • Opinion of Financial Advisors SECTION 3.20

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • Opinion of Financial Advisor 27 SECTION 3.18

  • Caucus Upon the request of either party, the negotiation meeting shall be recessed to permit the requesting party a reasonable period mutually agreed upon to caucus.

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP Shares.

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Opinions of Company Counsel On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Opinion of Cayman Islands Counsel for the Company The Representatives shall have received an opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives.

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