Examples of ATA Closing in a sentence
The Company will provide or cause Parent to provide the two individuals employed by the Company prior to the ATA Closing to perform transition services for Newco consisting of (i) two (2) Business Days per month per person through the first two (2) full calendar months after the ATA Closing and (ii) eight (8) hours per month per person for each of the third and fourth full calendar months after the ATA Closing.
Following the ATA Closing, Harpoon shall have the first right, but not the obligation, to Prosecute the Patents within the Harpoon Intellectual Property, and Maverick shall have the sole and exclusive right, but not the obligation, to Prosecute the Transferred Patents.
All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement shall be paid by the Party incurring such costs and expenses, whether or not the ATA Closing shall have occurred.
On and after the ATA Closing Date, Newco shall from time to time, at the reasonable request of the Company, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further notices and assumptions and such other instruments, and take such other actions, as the Company may reasonably request in order to more effectively consummate the transactions contemplated hereby and to transfer fully to Newco the Assumed Liabilities.
Newco acknowledges that it will be responsible for obtaining and maintaining the federal and state permits and licenses required in order for Newco to use or exploit the Transferred Assets after the ATA Closing, and, except for any obligation expressly set forth in this Agreement, that the Company will not have duties or obligations to Newco with respect to any such permits and licenses.
Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, the Company shall convey, assign, transfer and deliver such Non-Assignable Asset to Newco at no additional cost to Newco but subject to the foregoing sentence.
Promptly following the ATA Closing, Newco shall submit in writing to each counterparty to the Transferred Contracts listed in Exhibit 1.75 a request for such counterparty to: (i) recognize Newco as the successor in interest of the Company to such Transferred Contract; and (ii) enter into a novation agreement.
Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the ATA Closing is obtained, Harpoon shall convey, assign, transfer and deliver such Non-Assignable Asset to Maverick at no additional cost to Maverick but subject to the immediately preceding sentence.
If either Party becomes aware at any time after the ATA Closing that any schedule of Transferred Assets or Retained Assets omits in error an item that should have been included, such Party shall offer an updated or supplemental schedule to the other Party containing such item(s), which such other Party may, but is not required to, accept.
Maverick shall promptly refer all inquiries relating to the Retained Assets and the Retained Liabilities to Harpoon from and after the ATA Closing, and Harpoon shall promptly refer all inquiries relating to the Transferred Assets and Assumed Liabilities to Maverick from and after the ATA Closing.