License Assets definition
Examples of License Assets in a sentence
Notwithstanding any provision to the contrary, Purchaser and Seller have elected to effect the sale and transfer of the Purchased Assets (other than the License Assets) and the assignment and assumption of the Assumed Contract (collectively, the “Initial Transfer”), each as effective as of May 2, 2003 (the “Initial Transfer Date”).
The representations and warranties in this Agreement (other than those that relate solely to the License Assets) shall terminate at, and will have no further force and effect after, the Initial Transfer Date.
License Transfer, Sellers shall sell, assign, transfer, convey and deliver to Buyer free and clear of any Encumbrances other than Permitted Encumbrances, and Buyer shall purchase, acquire, pay for and accept from Sellers, all right, title and interest of Sellers in, to and under the Assets, other than the License Assets.
All proceeds received from a transfer of the License Assets to any such successor licensee shall be for Buyer; provided, however, to the extent Buyer has not incurred any Losses for which the Sellers have indemnified Buyer pursuant to the preceding sentence, Sellers shall receive the amount of TWO MILLION DOLLARS ($2,000,000) which would otherwise have been payable to Sellers at Closing pursuant to Section 2.5.2.
Each party shall cooperate with all reasonable requests of the other party and the QI in arranging and effecting the transfer of the License Assets to and from the QI.