Examples of Business IP Assets in a sentence
On October 21, 2014, the Board of Directors of Mylan received the written opinion of Centerview Partners LLC, dated as of October 21, 2014 that, as of such date and subject to the assumptions, qualifications and limitations set forth therein, the payment of the Consideration Shares to the French Business IP Seller and the Share Sellers for the French Business IP Assets and the Acquired Shares pursuant to the Original Transaction Agreement is fair, from a financial point of view, to Mylan.
As of the Closing Date, all Business IP Assets will be exclusively owned or, in the case of Jointly Owned IP Assets, jointly owned, by a Purchased Entity.
In respect of copyrights that are Ordinary Business IP Assets, except as set forth on Exhibit 3.22(h), (i) none of the Realty One Companies owns any right, title, or interest in any registered Copyright, and (ii) there are no outstanding and, to the Knowledge of Seller and Insignia, no Threatened disputes or disagreements with respect to the Copyrights of any third parties.
The Company Group Entities will have, as of the Closing, good and valid title to (or valid leases or licenses in respect of) all the Business Assets and Services and each other assets and services held, owned or leased by or provided to a Seller Group Entity or Company Group Entity, that are material to the Business, other than the Business IP Assets and the Excluded Business Assets and Services, in each case free and clear of all Encumbrances.
Seller shall, and shall cause all Seller Group Entities to, deliver all of the Business IP Assets constituting tangible, including electronic, embodiments of the Business IP Assets (“Tangible Business IP Assets”) through the delivery of facilities, personal property contained therein, and employees from Seller Group Entities to the Company Group Entities prior to or at the Closing Date, to the extent Seller may do so without breaching any third party inbound licenses.
In respect of the Trade Secrets that are Ordinary Business IP Assets, Seller and Insignia and the Realty One Companies have taken reasonable precautions to protect the secrecy, confidentiality, and value of such Trade Secrets, and there are no outstanding and, to the Knowledge of Seller and Insignia, no Threatened disputes or disagreements with respect to such Trade Secrets.