Schedule 18 Sample Clauses

Schedule 18. 2.5.1 sets forth a true and correct list of all Transferred Trademark Rights and Transferred Patent Rights that is registered or filed in the name of BMS or any of its Affiliates, alone or jointly with others (collectively, the “Business Registrations”), in each case enumerating specifically the applicable filing or registration number, issuance number, serial number or application number, as applicable. To BMS’ knowledge, all Business Registrations are valid and enforceable. All issuance, renewal, maintenance and other payments that are or will become due with respect thereto prior to the Collaboration Closing (in the case of Business Registrations applicable to the Collaboration Assets) or the Purchase Closing (in the case of Business Registrations applicable to the Acquired Assets) have been or will be paid by or on behalf of BMS or the applicable Selling Affiliate.
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Schedule 18. 2.5.7 sets forth a true and correct list of all Contracts pursuant to which BMS or any of its Affiliates licenses to any Third Party any Transferred Intellectual Property or Transferred Other Intellectual Property used in the Business (“Outbound IP Licenses”), other than customary licenses to Third Parties providing goods or services to BMS or the Selling Affiliates in the ordinary course of business. None of the Outbound IP Licenses grants any exclusive rights to third parties in any material Transferred Intellectual Property or Transferred Other Intellectual Property.
Schedule 18. 2.5.8 sets forth a true and correct list of all Contracts pursuant to which BMS or any of its Affiliates exclusively licenses any material Intellectual Property used exclusively in the Business from any Third Party (“Inbound IP Licenses”).
Schedule 18. 2.6 sets forth a true and correct list, as of the date hereof, of each Transferred Contract or Collaboration Contract that is or contains:
Schedule 18. 2.8 sets forth a true and correct list, as of the date hereof and as of the Effective Date, and description of all Legal Proceedings pending or, to BMS’ knowledge, threatened in writing, with respect to the Business, any Collaboration Asset or any Acquired Asset or seeking to prevent or delay the transactions contemplated hereby. As of the date hereof and as of the Effective Date, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency or other Governmental or Regulatory Authority, by arbitration or otherwise) against or involving the Business, any Collaboration Asset or any Acquired Asset. As of the Purchase Closing Date, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency or other Governmental or Regulatory Authority, by arbitration or otherwise) against or involving the Business or any Acquired Asset as a result of BMS’ or any of its Affiliates manufacture of any Products or any recombinant thrombin active ingredient. As of the date hereof and as of the Effective Date, there is no Legal Proceeding by BMS or any Affiliate pending, or which BMS or any Affiliate has commenced preparations to initiate, against any other Person in connection with the Business, any Collaboration Asset or any Acquired Asset.
Schedule 18. 2.10.1 sets forth a true and correct list of all material “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), bonus or other incentive, severance or termination pay, change in control, stock option, stock purchase, deferred compensation, group insurance plans, programs or arrangements and other employee fringe benefit plans maintained or contributed to, by BMS or the Selling Affiliates for the benefit of any BMS Employees (collectively, the “Benefit Plans”). BMS has made available to Purchaser true, complete and correct copies of all such written Benefit Plans and applicable summary plan descriptions. Each Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms, applicable Law and the terms of any related documents or agreements.
Schedule 18. 2.11.4 sets forth a list of each agreement with respect to the employment or termination of employment of any BMS Employee under which BMS or any Selling Affiliate shall have any continuing payment or performance obligations after the Collaboration Closing (in the case of the BMS Employees set forth on Exhibit 3.4.3-1) or after the Purchase Closing (in the case of the BMS Employees set forth on Exhibit 3.4.3-2).
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Schedule 18. 2.12.1 sets forth the unaudited financial information representing the United States revenue and direct expenses of the Business for the twelve (12) months ended December 31, 2010, December 31, 2011 and December 31, 2012 (estimated) (collectively, the “Management Accounts”). The Management Accounts have been consistently prepared from the financial records of the Business. The Management Accounts are not intended to be a complete presentation of the results of operations of the Business and exclude costs not directly associated with producing the revenues (e.g., corporate and shared services and other indirect general & administrative costs), other costs (e.g., manufacturing variances, interest income/expense and income taxes) and non-cash expenses (e.g., amortization and impairment charges attributed to the intangible asset and inventory step-up established when BMS acquired ZymoGenetics, Inc.). The Management Accounts do not necessarily represent the revenues and direct expenses of the Business as if it had been operating as a separate / stand-alone entity during the periods presented. In addition, the Management Accounts are not necessarily indicative of the future financial performance of the Business. The Management Accounts do not necessarily represent the Required Financial Statements.

Related to Schedule 18

  • Schedule C Schedule C to the Agreement, setting forth the Portfolios of the Trust on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule C attached hereto.

  • Schedule 2 1(l) hereto sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed, whether individually or in aggregate, in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth on Schedule 2.1(l), neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

  • Schedule 6 6(b) sets forth a complete and accurate list of all real estate Leases under which Borrower or any of its Subsidiaries is the lessee on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

  • Schedule 5 2 Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent:

  • Schedule 1 01. Schedule 1.01 to the Credit Agreement shall be and it hereby is amended in its entirety and replaced with Schedule 1.01 attached hereto.

  • Schedule 4 15 accurately and completely lists, as of the Sixth Restatement Effective Date, for each Contract Station, all Broadcast Licenses granted or assigned to the Material Third-Party Licensee for such Contract Station, or under which the Material Third-Party Licensee for such Contract Station has the right to operate such Contract Station. The Broadcast Licenses listed in Schedule 4.15 with respect to any Contract Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Contract Station, and the conduct of the business of the Material Third-Party Licensee for such Contract Station with respect to such Contract Station, as now conducted or proposed to be conducted. The Broadcast Licenses listed in Schedule 4.15 are issued in the name of the Material Third-Party Licensee for the Contract Station being operated under authority of such Broadcast Licenses and are on the Sixth Restatement Effective Date validly issued and in full force and effect, and, to the best of the Borrower’s knowledge, the Material Third-Party Licensee for such Contract Station has fulfilled and performed in all material respects all of its obligations with respect thereto and has full power and authority to operate thereunder.

  • Schedule B Schedule B to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement is hereby replaced in its entirety by Schedule B attached hereto. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

  • Schedule 7 12 is a complete and correct list of all Subsidiaries of the Borrower as of the date hereof, each such Subsidiary is duly organized and validly existing under the jurisdiction of its organization shown in said Schedule 7.12, and the percentage ownership by Borrower of each such Subsidiary is as shown in said Schedule 7.12.

  • Schedule II For each Loan purchased by the Portfolio acquired after the execution of this Loan Servicing Agreement:

  • Schedule The Review Board shall assume control of the arbitration process and shall schedule all events as expeditiously as possible. The Arbitration Hearing shall commence within ninety (90) Business Days after receipt of the Notice of Dispute by the Arbitration Administrator.

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