Aesthetics Business definition
Examples of Aesthetics Business in a sentence
Seller has not received any notice from any third party of any infringement, misappropriation or violation by Seller of any Intellectual Property of any third party and no notice has been received by Seller challenging Seller’s ownership to any of the Aesthetics Business Intellectual Property.
Each item of Aesthetics Business Intellectual Property owned, licensed or used by Seller immediately prior to the Effective Time hereunder will be owned, licensed or available for use by Purchaser or its Subsidiaries on identical terms and conditions immediately after the Effective Time pursuant to this Agreement or the License Agreement, except for such limitations as imposed by the express terms of the License Agreement.
No claims have been filed or, to the Knowledge of Seller, are threatened against the Subsidiaries or, with respect to the Aesthetics Business, Seller, alleging a material violation of any Applicable Law.
Purchaser further acknowledges that it is acquiring the Aesthetics Business without any representation or warranty, express or implied, by Seller or any of its Affiliates except as expressly set forth in this Agreement or in the Ancillary Agreements.
There will be no further adjustments to the Purchase Price relating to the Cash of the Subsidiaries or any other adjustment factor called for under Section 1.5 of the Purchase Agreement or as a result of the audit of the historical financial statements of the Aesthetics Business.
To the Knowledge of Seller, no third party is infringing any Aesthetics Business Intellectual Property of Seller that is material to the Aesthetics Business.
Neither the Seller (with respect to the Aesthetics Business) nor any Subsidiary shall be required to expend more than $25,000 in the aggregate under all Real Estate Leases to restore the Leased Real Property at the end of the term of the applicable Real Estate Lease to the condition required under the Real Estate Lease (assuming the conditions existing in such Leased Real Property as of the date hereof and as of the Closing).
Each of Seller and Purchaser shall designate one (1) individual to act as the exclusive liaison for such party in designating, communicating and delivering, in the case of Seller, and receiving, in the case of Purchaser, the Transferred Intellectual Property and the Aesthetics Business Intellectual Property licensed under the License Agreement.
No Aesthetics Business Intellectual Property or product, technology or service of the Aesthetics Business is subject to any proceeding or outstanding decree, order, judgment, agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by the Seller or may affect the validity, use or enforceability of such Aesthetics Business Intellectual Property.
Except as set forth in Schedule 2.14(b) of the Disclosure Schedule, no vigilance report or medical device report with respect to the Aesthetics Business or the Seller Products has been reported to Seller during the 90 day period ending on October 31, 2006, and to the Knowledge of Seller, as of October 31, 2006 no vigilance report or medical device report is under investigation by any Governmental Authority with respect to the Seller Products or the Aesthetics Business.