Covered IP Damages Sample Clauses

Covered IP Damages. If the Closing occurs, notwithstanding any investigation conducted or notice of knowledge obtained by or on behalf of any party hereto, the Aggregate Merger Consideration shall be reduced in accordance with Section 1.10 by (x) 80% of each of the Covered Losses described in subsections 11.2(b)(i)-(iv) which are suffered or incurred by any Immucor Protected Party (including any Covered Losses with respect to the OGT Patents, even if such Covered Losses are suffered or incurred by Matrix during the period beginning on the date of this Agreement and ending on the Closing Date), and (y) except as otherwise provided in the foregoing clause (x) with respect to the OGT Patents, 100% of each of the Covered Losses described in subsections 11.2(b)(i)-(iv) which are suffered or incurred by Matrix during the period beginning on the date of this Agreement and ending on the Closing Date, without duplication of amounts otherwise reflected in the Price Adjustments pursuant to Section 1.9(a)(viii) (all the Covered Losses described in this Section 11.2(b) being referred to as the “Covered IP Damages”). (i) Any Covered Loss involving, arising out of or related to any Breach (and, in the case of a Third Party Claim, any alleged Breach) of any representation or warranty made by Matrix in Section 3.13 either as of the date of this Agreement or as re-made as of the Closing; provided, however, that the determination of whether such a Breach has occurred will disregard: (A) materiality qualifiers; (B) knowledge qualifiers, other than those involving knowledge of contemplated or threatened acts or omissions of third parties; and (C) as to the representations and warranties as deemed re-made as of the Closing, the failure of the Disclosure Letter to list contracts or other similar obligations entered into or incurred by Matrix in the ordinary course of business with respect to the Matrix Intellectual Property after the date of this Agreement and not in violation of Sections 5.2(b)(v), (vii) or (xiv); provided, further, that contracts and other obligations entered into after the date of this Agreement as described in clause (C) above are deemed Third Party Intellectual Property Licenses to the extent they would otherwise be included in such defined term had they been entered into on or before the date of this Agreement and, thus, the representations and warranties in this Agreement as to the characteristics and status of Matrix Intellectual Property are deemed made as to such addition...