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.
Each of Purchaser and IP Purchaser has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks 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.
Purchaser, IP Purchaser and the Escrow Agent shall have entered into an Escrow Agreement, substantially in the form attached hereto as Exhibit E.
Seller shall have delivered to Purchaser and IP Purchaser a certificate, dated the Closing Date and validly executed by the Secretary of Seller, certifying as to (a) the terms and effectiveness of Seller’s charter documents and (b) the valid adoption of resolutions of the board of directors of Seller and the Shareholder approving this Agreement and the consummation of the transactions contemplated hereby.
Each of Purchaser and IP Purchaser has all requisite corporate power and authority to enter into this Agreement and the related agreements referred to herein and to carry out its obligations hereunder and thereunder.
Seller, Purchaser and IP Purchaser agree that for purposes of this Agreement and the treatment for Tax purposes of the transactions contemplated by this Agreement, the Purchase Price shall be allocated to the Purchased Assets to be acquired by Purchaser or IP Purchaser, as the case may be, and reported in accordance with the methodology set forth on Schedule 2.3(c).
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.
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.
Neither the Purchaser nor the IP Purchaser has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable or obligated.