Closing Date IP means the Business Intellectual Property transferred to Company as of the Closing Date under the Asset Purchase Agreement that is necessary for the research, development, manufacture or commercialization of any Product or R&D Candidate for use in the Field.

Closing Date IP means any and all Intellectual Property Controlled by Lotus immediately prior to the Lotus Closing and acquired by Shire in each case in connection with the transactions contemplated by the Stock Purchase Agreement, but solely to the extent such Intellectual Property existed as of the Lotus Closing, including, but not limited to, the Intellectual Property listed on Section 7.06(b)(i) of the Sellers Disclosure Schedule.

Closing Date IP has the meaning given to such term in the Shareholders’ Agreement.

Examples of Closing Date IP in a sentence

The Grantors agree that the consideration herein above recited includes payment for any and all damage of whatsoever nature done or to be done to any structure or to trees, crops or other vegetation within the boundaries of said easements or rights-of-way in connection with said water/sewer line; and the Grantors agree, for themselves, their heirs and assigns, that they shall neither have nor make any claim for further damages by reason thereof.
On the Closing Date, IP SHAREHOLDERS shall deliver to Guppy a Release, in form and content substantially similar to that attached hereto as Exhibit 2.2, which provides for the complete release and termination of all rights the IP SHAREHOLDERS or their Affiliates has in Guppy or otherwise in any properties owned or controlled by Guppy or its Affiliates.
For avoidance of doubt, the amount set forth in clause (l) of the definition of Closing Date IP Debt shall not be subject to adjustment pursuant to this Section 1.3.
Sellers have sole ownership of the Securities free and clear of all Encumbrances (other than Encumbrances to be discharged at Closing upon the discharge by Buyers of Closing Date Debt or Closing Date IP Debt and restrictions on transfer pursuant to applicable securities Laws).
Except for Liabilities (a) reflected on or adequately reserved against on the Recent Balance Sheet; (b) other than with respect to Indebtedness, incurred in the Ordinary Course of Business since the date of the Recent Balance Sheet; or (c) included in the calculation of Final Closing Date Net Working Capital, Closing Date Debt or Closing Date IP Debt, the Acquired Companies have no Liabilities of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP.
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More Definitions of Closing Date IP

Closing Date IP means all Donut IP and Ice Cream IP existing as of the Closing Date, other than Excluded IP.

Related to Closing Date IP

Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Closing Date Cash has the meaning specified in Section 3.4(a).
Closing Date Statement has the meaning set forth in Section 2.06(b).
Closing Date Term Loan has the meaning set forth in Section 2.4(a).
Closing Date Balance Sheet has the meaning specified in Section 2.7.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).
Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Additional Closing Date has the meaning set forth in Section 3.
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.
Closing Date Mortgaged Property as defined in Section 3.1(h).
Closing Date means the date on which the Closing occurs.
Closing Date and Time means the deadline for the submission of Proposals as set out herein.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

Closing Date IP definition

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