IP Purchaser definition
Examples of IP Purchaser in a sentence
GSK will not use any Purchaser Background IP, Purchaser Know-How or Purchaser Arising IP for any other purpose nor will it disclose or otherwise share any Purchaser Background IP, Purchaser Know-How or Purchaser Arising IP with any Third Party.
This Agreement and the related agreements, documents and instruments referred to herein to which Purchaser or IP Purchaser is a party have been duly executed and delivered by Purchaser and/or IP Purchaser, as applicable, and constitute the valid and legally binding obligations of Purchaser and/or IP Purchaser, as applicable, enforceable against it in accordance with their respective terms.
To preserve the inherent value of the Prohibited Registered IP, Purchaser agrees that it shall, and shall cause the Company to, maintain the quality of the Company Business with respect to which the Prohibited Registered IP is used at a level commensurate with the standards prevailing in the industry applicable to comparable companies.
The Closing of the transactions provided for herein shall take place as soon as practical following the satisfaction or waiver of all conditions to Closing contained herein, or at such other time and date as Seller, Purchaser and IP Purchaser may mutually agree (such date, the “Closing Date”).
No later than five days prior to the Closing, Abbott shall provide Guidant with Schedule 2.02(e) which shall set forth the specified Assets to be transferred pursuant to this Section 2.02(e), the identity of the IP Purchaser and the corresponding IP Seller, and the portion of the Purchase Price to be paid by the relevant IP Purchaser under each Intellectual Property Transfer Agreement.
No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by Purchaser or IP Purchaser of the transactions contemplated by this Agreement.
IP Purchaser has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted.
Each of the Purchaser and the IP Purchaser has available funds to pay the Purchase Price.
IP Purchaser is a limited liability company duly organized and validly existing under the Laws of Ireland and a wholly owned subsidiary of Purchaser.
Seller shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Seller at or before the Closing, and Seller shall deliver to Purchaser and IP Purchaser a certificate to such effect signed by a duly authorized officer of Seller.