IP Purchase definition
Examples of IP Purchase in a sentence
Except as specifically amended hereby, the IP Purchase Agreement is hereby ratified and confirmed and shall remain in full force and effect after the date hereof.
Further, any consent, approval or instructions given by Seller (including but not limited to any given to BNY Mellon Shareowner Services) pertaining in any way to the IP Purchase Agreement, including but not limited to any consent, approval or instructions relating to the imposition or removal of the Legend from any of the Shares, or in connection with the exercise of the Repurchase Right by Buyer, shall be binding on Seller, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇.
Newco shall pay the IP Purchase Price to Toppan as follows: (i) JPY369,638,750 at Closing (the “Closing IP Purchase Price”) and (ii) the difference between the IP Purchase Price and the Closing IP Purchase Price (the “IP Purchase Price Balance”) in installments pursuant to terms to be agreed by the Parties in the IP Transfer Agreement.
For the avoidance of doubt, Toppan is entitled place and establish security interests to cover the amount of the unpaid IP Purchase Price Balance over the assets of Newco, and if Toppan enforces such security interests, Toppan is entitled to recover only the amount of such unpaid IP Purchase Price Balance at the time of such enforcement from such asset(s) enforced, the value of which will be determined in a commercially reasonable manner.
At the Closing and immediately after the Share Transfer, VIA shall extend a loan to Newco in the amount of JPY369,638,750, which represents 65% of the IP Purchase Price (the “Loan”), pursuant to a loan agreement between VIA and Newco (the “Loan Agreement”) that the Parties shall negotiate in good faith.
Newco’s obligation to pay the IP Purchase Price Balance will be secured by a security interest in all of Newco’s assets in favor of Toppan.
All spares delivered pursuant to such IP Purchase Orders shall be considered as initial provisioning spare parts package (“IP Spares”).
Seller acknowledges that if it enforces its security interests, Seller will be entitled to recover only the amount of the unpaid IP Purchase Price Balance at the time of such enforcement of Buyer’s assets that are enforced, the value of which will be determined in a commercially reasonable manner.
Further, in the event that VIA, which is a majority shareholder of Buyer, notifies Seller and Buyer in writing, that VIA wishes to repay such outstanding IP Purchase Price Balance on behalf of Buyer as a third-party payment (daisansha bensai), Buyer shall agree to such repayment and Seller shall accept such repayment by VIA without raising any objection thereto.
Notwithstanding the foregoing, Buyer may, at its discretion and upon providing 10 days’ prior notice to Seller, prepay any outstanding IP Purchase Price Balance to Seller anytime, including before the above scheduled date(s).