Royalty Purchaser definition

Royalty Purchaser has the meaning set forth in Section 17.5(c).
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Royalty Purchaser means the Investors set forth in Schedule A under such heading, and shall include any Permitted Transferee of any such Investor.
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Royalty Purchaser shall have the meaning ascribed thereto in Section 7 hereof. “Second Tranche Shares” shall have the meaning ascribed thereto in Section 1(b)(i) hereof. “Securities Laws” shall mean the Securities Act (Québec) and the Securities Act (Ontario) and the published rules, regulations, ruling and orders made and forms prescribed thereunder together with all applicable policy statements, multilateral or national instruments and blanket orders and rulings issued or adopted by the Autorité des marchés financiers (the “Autorité”) and the Ontario Securities Commission.
Sample 1

Examples of Royalty Purchaser in a sentence

  • Upon the sale to a Royalty Purchaser described in the foregoing sentence, Liquidia shall notify GSK in writing and at Liquidia’s direction, GSK shall deliver directly to the Royalty Purchaser instead of to Liquidia those payments contemplated by the Agreement.

  • Liquidia shall indemnify and hold harmless the GSK Indemnitees from and against any and all Claims arising out of any and all claims by a Royalty Purchaser with respect to or resulting from any sale as described under this Section 17.5(c), except where such Claims are due to GSK’s failure to perform its obligations under the Agreement.

  • Payments to a Royalty Purchaser shall constitute a full discharge of GSK’s obligations in respect of such payment.

  • For clarity, GSK shall continue to deal directly with Liquidia in all other respects concerning such payments, including reporting obligations and audit rights as provided under the Agreement and GSK shall not be required to provide any other information, including its Confidential Information, to such Royalty Purchaser.

  • For clarity, nothing herein shall obligate GSK to pay more than the amounts that are required under this Agreement absent such sale to a Royalty Purchaser.

  • Each Royalty Purchaser shall be entitled to deliver its own notices and make its own elections for purposes of this Section 9.13, and the non-exercise by any Royalty Purchaser shall not affect the rights of any other Royalty Purchaser under this Section 9.13.

  • Intellikine and Infinity agree that Infinity may retain 75%, and will pay to Intellikine 25%, of any consideration received by Infinity or any of its Affiliates from a Royalty Purchaser for the sale of the Royalties pursuant to the Royalty Sale Transaction, which consideration shall not be less than thirty million dollars ($30,000,000).

  • Intellikine agrees to look solely to Infinity, and not to any Royalty Purchaser, for the payment of any amounts payable to Intellikine under the Agreement, as amended, and hereby waives and releases any claim against any Royalty Purchaser with respect to the Royalties or any other amount described in Section 1 above with respect to any time period prior to the Reversion.

  • The Seller shall not sell, assign, transfer or create or permit to arise any Encumbrance on the NSR Royalty, except a sale thereof to a Royalty Purchaser pursuant to Section 7.

  • The sale and purchase of the Securities (other than the Apollo Warrants) to be issued to the Purchasers and of the Royalties to be granted to each Royalty Purchaser (the "Closing") shall occur at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 X.


More Definitions of Royalty Purchaser

Royalty Purchaser shall have the meaning ascribed thereto in Section 7 hereof.
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Related to Royalty Purchaser

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Warranty Purchaser The Person described in Section 2.04 of the Trust Sale Agreement.

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Royalty owner means any owner of oil and gas in place, or oil and gas rights, to the extent that the owner is not an operator as defined in subsection (17) of this section;

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

  • Royalty interest owner means a person or the estate of a person, other than a working interest owner, who owns the right to or interest in any portion of the oil and/or gas, or proceeds from the sale thereof, from a tract.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Selling Partner has the meaning set forth in Section 8.5.

  • Purchaser means the organization purchasing the goods.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Royalty Payment has the meaning set forth in Section 6.1.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Royalty Report has the meaning set forth in Section 6.3(a).

  • Defaulting Purchaser means any Related Committed Purchaser or LC Participant, as applicable, that (a) has failed to (i) perform its obligation to fund any portion of its Purchases or Participation Advances or (ii) pay over to the Administrator or any Purchaser any other amount within two Business Days of the date required to be funded or paid by it hereunder, unless, in the case of clause (i) above, such Related Committed Purchaser or LC Participant, as applicable, notifies the Administrator and the Seller in writing that such failure is the result of such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Seller, the Administrator or any Purchaser in writing, or has made a public statement to the effect, that it does not intend to comply with any of its funding obligations under this Agreement or any other Transaction Document or generally under other agreements in which it commits or extends credit (unless such writing or public statement relates to such Related Committed Purchaser’s or LC Participant’s, as applicable, obligation to fund any portion of its Purchases or Participation Advances and states that such position is based on such Related Committed Purchaser’s or LC Participant’s, as applicable, good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied), (c) has failed, within three Business Days after written request by the Administrator or the Seller, to confirm in writing in a manner satisfactory to the Administrator and the Seller, that it will comply with the terms of this Agreement and the other Transaction Documents relating to its obligations to fund prospective Purchases and Participation Advances under this Agreement (provided that such Related Committed Purchaser or LC Participant, as applicable, shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrator and the Seller), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy or insolvency proceeding or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided that, for the avoidance of doubt, a Related Committed Purchaser or LC Participant, as applicable, shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in such Related Committed Purchaser or LC Participant, as applicable, or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Related Committed Purchaser or LC Participant, as applicable, with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Related Committed Purchaser or LC Participant, as applicable (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Related Committed Purchaser or LC Participant, as applicable.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Selling Parties shall have the meaning specified in the preamble.

  • Royalty Interest is defined in Section 1.01.

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • Purchasing Party means a Party requesting or receiving a Service from the other Party under this Agreement.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • The Purchaser means the organization purchasing the Goods, as named in SCC.