Examples of ATA Closing in a sentence
The Company will provide or cause Parent to provide the two individuals employed by the Company prior to the ATA Closing to perform transition services for Newco consisting of (i) two (2) Business Days per month per person through the first two (2) full calendar months after the ATA Closing and (ii) eight (8) hours per month per person for each of the third and fourth full calendar months after the ATA Closing.
Following the ATA Closing, Harpoon shall have the first right, but not the obligation, to Prosecute the Patents within the Harpoon Intellectual Property, and Maverick shall have the sole and exclusive right, but not the obligation, to Prosecute the Transferred Patents.
On and after the ATA Closing Date, Newco shall from time to time, at the reasonable request of the Company, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further notices and assumptions and such other instruments, and take such other actions, as the Company may reasonably request in order to more effectively consummate the transactions contemplated hereby and to transfer fully to Newco the Assumed Liabilities.
Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, the Company shall convey, assign, transfer and deliver such Non-Assignable Asset to Newco at no additional cost to Newco but subject to the foregoing sentence.
A Bayes audit does not require the computation of a “mar- gin of victory” in order to get started.Bayes audits are applicable both to ballot-polling au- dits, which work just from the paper ballots, and to com- parison audits, which work by comparing the paper bal- lots to their electronic representations.
Newco acknowledges that it will be responsible for obtaining and maintaining the federal and state permits and licenses required in order for Newco to use or exploit the Transferred Assets after the ATA Closing, and, except for any obligation expressly set forth in this Agreement, that the Company will not have duties or obligations to Newco with respect to any such permits and licenses.
All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement shall be paid by the Party incurring such costs and expenses, whether or not the ATA Closing shall have occurred.
Maverick acknowledges that it will be responsible for obtaining and maintaining the federal and state permits and licenses required in order for Maverick to use or exploit the Transferred Assets after the ATA Closing, and, except for any obligation expressly set forth in this Agreement or any other Transaction Document, that Harpoon will not have duties or obligations to Maverick with respect to any such permits and licenses.
If either Party becomes aware at any time after the ATA Closing that any schedule of Transferred Assets or Retained Assets omits in error an item that should have been included, such Party shall offer an updated or supplemental schedule to the other Party containing such item(s), which such other Party may, but is not required to, accept.
Subject to ARTICLE VIII and Sections 2.3(b), 2.3(c), 2.10(b), 4.1 and 6.3, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement shall be paid by the Party incurring such costs and expenses, whether or not the ATA Closing shall have occurred.