IP Sale definition
Examples of IP Sale in a sentence
B/E shall pay to the IRS or other applicable Tax Authority any Tax due with respect to any B/E Federal Consolidated Income Tax Return, B/E State Combined Income Tax Returns and B/E Foreign Combined Income Tax Returns; provided that Section 5.2 shall apply with respect to any IP Sale Taxes and Restructuring Taxes.
Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Separate Return of Income Taxes and with respect to a Separate Return of Other Taxes, provided that (i) Separate Returns of Other Taxes described in Section 5.2 shall be governed by Section 5.2, and (ii) Section 5.2 shall apply with respect to any IP Sale Taxes and Restructuring Taxes.
At least five Business Days prior to any Payment Date for any Tax Return, the Responsible Company shall compute the amount of IP Sale Taxes, Restructuring Taxes or Other Taxes, as the case may be, required to be paid to the applicable Tax Authority with respect to such Tax Return on such Payment Date.
The Parties shall cooperate and act in good faith in assisting the Tax Advisor in determining the scope of work and in computing or confirming IP Sale Taxes under this Agreement.
At the request of either Party during the 180-day period following the Distribution Date, the Parties shall explore the treatment of the IP Sale as subject to the next day rule of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) and shall jointly determine the reporting of the IP Sale for such purposes, provided if the Parties cannot agree, they shall follow the provisions of Section 14.
The Parties agree that the IP Sale includes all rights that Remedent may have or obtain with respect to Intellectual Property that relates to the Products and which was developed after the Effective Date of the 2009 Agreement or is developed after the Amendment No. 1 Effective Date.
The amount of the proceeds from the IP Sale, after deduction for all related transaction costs, fees and expenses and gross Tax liabilities attributable to the IP Sale, will either, at the Company’s sole discretion, be (i) distributed to the Company’s stockholders prior to the Closing or (ii) added, dollar for dollar, to the Aggregate Cash-Value Merger Consideration.
In addition to the other termination rights contained herein, Licensor shall have the right to terminate this Agreement upon Licensor’s receipt of a Rejected Offer (as defined below) or upon the consummation of an IP Sale (as defined below), after payment in full by Licensor of any then due Sales Bonus to Licensee.
An advance of $75,000.00 against the Cash Component shall be paid to Remedent upon execution of this Amendment, which amount shall be promptly refunded to Den-Mat if the IP Sale is not consummated by March 15, 2010.
Notwithstanding anything contained herein to the contrary, in the event that an IP Sale is consummated during the Six Month Termination Window, Licensee shall only and solely be entitled to the Marketing Reimbursement (and not for avoidance of doubt, Licensee shall not be entitled to any Sales Bonus or other amount).