Closing Date IP definition

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

  • 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.

  • On the Closing Date, IP Holder shall file and record, or shall cause to be filed and recorded, financing statements and other filing or recording documents or instruments with respect to the Guarantee Collateral in each foreign jurisdiction appropriate to perfect the security interests of the Indenture Trustee under this Agreement.

  • Depreciation on other investment properties is calculated using the straight-line method to allocate their costs to their residual values over their estimated useful lives, as follows: Buildings 25 years Fair value of land is determined based on recent market transactions on arm’s length terms and fair value of building under construction approximates its carrying amount.

  • 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.


More Definitions of Closing Date IP

Closing Date IP has the meaning given to such term in the Shareholders’ Agreement.
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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 means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • 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 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 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 G-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 means the Net Working Capital as of the Closing Date.

  • 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.

  • 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 the commitment of each Lender to make Term Loans on the Closing Date hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Closing Date Term Loan Commitment” opposite its name in Schedule 2.01 hereto. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $1,150,000,000.

  • Closing Date Mortgaged Property as defined in Section 3.1(i).

  • 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.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • 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.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.