Seller Parties definition
Examples of Seller Parties in a sentence
The Seller Parties have made all necessary filings and paid all necessary registration, maintenance, annuity fees and renewal fees to maintain the Registered Company Intellectual Property rights, except where the Azstarys Entities have made a reasonable business decision to not maintain such Intellectual Property Right.
Seller Parties shall have delivered to Buyer (i) the executed Escrow Agreement, (ii) the executed Transition Services Agreement, (iii) the executed Instruments of Assignment, and (iv) the Debt Payoff Letters pursuant to Section 5.13.
Prior to the Closing, the Seller Parties shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the Azstarys Entities.
In connection with the Registered Company Intellectual Property, there is no adverse action or legal proceeding pending or, to the Knowledge of the Seller Parties, threatened by or before the Governmental Entity in which the registrations or applications are issued or filed and no Azstarys Entity has received any notice of abandonment or cancellation of any Registered Company Intellectual Property.
With respect to any covenants or other obligations of any of Buyer’s or the Seller Parties’ controlled Affiliates that are to be performed hereunder, Buyer or the Seller Parties, as applicable, shall cause the applicable Person(s) to perform such covenants and other obligations, and shall be responsible for any failure by such Person(s) to perform such covenants or other obligations, in each case, as set forth herein.