Transferred Registrations definition
Examples of Transferred Registrations in a sentence
Books and records relating to the NDA included in the Transferred Registrations, as set out in Schedule 7.1(c) (which, for the avoidance of doubt, may be delivered in electronic format).
The term “Non-Assignable Assets” as used in this Section 5.5 shall not, for the avoidance of doubt, include (A) any Transferred Registrations that have not transferred to Purchaser at the Closing (B) any French Transferred Assets, or (C) any Dutch Transferred Assets, except, in each case as provided in the immediately preceding sentence.
Promptly after the Settlement Effective Date the Parties will cooperate to transfer the IND included in the Transferred Registrations to TRIS.
The list of Transferred Registrations set forth on Schedule 1.1(i) to this Agreement is true, correct and complete.
Purchaser shall be responsible for all fees and expenses associated with transferring the Transferred Registrations and all fees and expenses associated with the Transferred Registrations that become due and payable following the Closing, including any out-of-pocket expenses of TDCC or any of its Affiliates.
The term “Non-Assignable Assets” as used in this Section 5.5 shall not, for the avoidance of doubt, include any Transferred Registrations that have not transferred to Purchaser at the Closing.
All Transferred Registrations are true, correct and complete (except for such Transferred Registrations in the process of being supplemented by a subsequent filing in compliance with applicable Law described on Section 4.7.1 of the Disclosure Schedules) in all material respects.
Seller has not received any written notice that any loss, revocation, termination, suspension or expiration of any Transferred Registrations is pending or threatened, and to the Knowledge of Seller, no such loss, revocation, termination, suspension or expiration is threatened, other than expiration in accordance with the terms thereof.
Further, the Seller shall reasonably consult with the Purchaser in connection with the Purchaser’s efforts to obtain replacement Registrations, permits, licenses, certifications and approvals relating to the Business not included in the Transferred Registrations and Transferred Permits, provided that the Seller shall not be required to prepare any applications or other documentation, provide any legal advice or pay any fees or other amounts in connection with such activities.
Promptly following the Settlement Effective Date, ▇▇▇▇ and TRIS will cooperate in good faith and use commercially reasonable efforts to give all notices to and make all filings with any governmental authority necessary to transfer any Transferred Registrations from Aytu to TRIS effective as of the Settlement Effective Date.