Examples of Transferred Licenses in a sentence
All Transferred Licenses that lawfully may be transferred on or prior to Closing shall have been transferred to Buyer at Closing.
From and after Closing, Buyer shall assume and pay, discharge and perform only those obligations and liabilities first arising after the Closing Date that are related to or incurred in connection with the Assigned Contracts or Transferred Licenses and other matters noted on Schedule 2, if any (collectively, the “Assumed Liabilities”).
HBIO acknowledges and agrees that it shall have sole responsibility to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Licenses, and HXXX shall bear sole responsibility for any consideration necessary for their transfer.
For the avoidance of doubt, and subject to the terms and conditions of the Transferred Licenses, HXXX hereby succeeds to all of the rights and responsibilities of HBIO under each such Transferred License, including any liabilities arising under the Transferred Licenses prior to the Separation Date, which liabilities shall be the responsibility of HXXX.
The Parties acknowledge that, as part of the transfer of the Transferred Intellectual Property and the Transferred Licenses, members of the HBIO Group or their Affiliates may inadvertently retain Technology or Intellectual Property that should have been transferred to HXXX pursuant to Article II of this Agreement, and HXXX may inadvertently acquire Technology or Intellectual Property that should not have been transferred.