Legal Impediments definition

Legal Impediments means a final and non-appealable judgment, arbitration award, court order or injunction preventing or impeding use by the Purchaser or any affiliate of the Purchaser of any CT part or preventing or impeding the sale or delivery of any CT part by the Company to the Purchaser or any affiliate of the Purchaser, or execution of a license (other than a cross-license or other similar arrangement initiated by Purchaser for reasons other than a good faith belief of infringement or other violation of law), right of use or other similar arrangement requiring the payment of royalties by the Company in connection with the use by the Purchaser or any affiliate of the Purchaser of any CT part or the sale or delivery by the Company of any CT part.
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Examples of Legal Impediments in a sentence

  • After the Distribution Date, subject to Section 2.09(d), Weyerhaeuser and Newco agree to, and shall cause their respective subsidiaries to, use reasonable best efforts to remove such Legal Impediments and obtain such Consents and/or Governmental Approvals as promptly as practicable.

  • Notwithstanding anything in this Agreement to the contrary, TWDC is not obligated to assign, transfer, convey or deliver to Spinco and Spinco is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained.

  • Notwithstanding anything in this Agreement to the contrary, neither Cohesant nor GlasCraft is obligated to assign, transfer, convey or deliver to Spinco and Spinco is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained.

  • For all purposes hereof, unless otherwise waived in writing by Seller or transferred, assigned or conveyed as provided in this Section 1.5(a), “Acquired Assets” shall not include any Delayed Acquired Asset and “Assumed Liabilities” shall not include any “Delayed Assumed Liability” until the Legal Impediments are removed and/or all Consents necessary for the legal transfer and/or assumption thereof are obtained or delivered in respect of such Delayed Acquired Asset or Delayed Assumed Liability.

  • The respective obligations of each party to this Agreement to consummate the Transactions shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, which may be waived by mutual consent of Seller and Purchaser, in writing: (a) No Legal Impediments to Closing.

  • Notwithstanding any other provision of this Agreement, the Sellers are not obligated to assign, transfer, convey or deliver to Buyer and Buyer is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained.

  • After the Closing Date, subject to Section 2.04(d), Weyerhaeuser Canada and Weyerhaeuser Saskatchewan shall use reasonable best efforts to remove such Legal Impediments and obtain such Consents and/or Governmental Approvals as promptly as practicable.

  • Upon the removal of all Legal Impediments and the obtaining of all Required Consents as to any particular Delayed Transfer Asset or Delayed Transfer Liability, such Delayed Transfer Asset or Delayed Transfer Liability shall immediately and automatically be assigned, transferred, conveyed and delivered to, and/or assumed by, Buyer or one of its Subsidiaries, without any further action by any party hereto.

  • Anything in this Agreement to the contrary notwithstanding, Heinz is not obligated to assign, transfer, convey or deliver to Spinco and Spinco is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained.

  • Seller Parent shall keep Buyer Parent reasonably apprised on a periodic basis on the status of removing Legal Impediments and obtaining Acceptable Consents.

Related to Legal Impediments

  • Rubbing alcohol means any product containing isopropyl alcohol (also called isopropanol) or denatured ethanol and labeled for topical use, usually to decrease germs in minor cuts and scrapes, to relieve minor muscle aches, as a rubefacient, and for massage.

  • environmental impact means any effect caused by a given activity on the environment, including human health and safety, flora, fauna, soil, air, water, climate, landscape and historical monuments or other physical structures or the interactions among these factors; it also includes effects on cultural heritage or socio-economic conditions resulting from alterations to those factors;

  • Contamination means the presence of, or Release on, under, from or to the environment of any Hazardous Substance, except the routine storage and use of Hazardous Substances from time to time in the ordinary course of business, in compliance with Environmental Laws and with good commercial practice.

  • Extreme Vetting means data mining, threat modeling, predictive risk analysis, or other similar services." Extreme Vetting does not include:

  • Pests means Birds, Vermin and Insects.