Examples of Business of Parent in a sentence
Each Buyer, on behalf of itself and its Subsidiaries and Affiliates, hereby grants to Parent and its Subsidiaries a perpetual, irrevocable, sublicensable, and royalty-free license to all Intellectual Property included in the Transferred Assets and used by Parent and its Subsidiaries (other than Seller) as of Closing for use, modification and other exploitation in the Ordinary Course of Business of Parent and its Subsidiaries.
In all material respects, Parent’s Systems are in sufficiently good working condition to perform all information technology operations and include sufficient licensed capacity (whether in terms of authorized sites, units, users, seats or otherwise) for all material software, in each case as necessary for the conduct of the Business of Parent.
Buyer shall, in the Ordinary Course of Business of Parent, use its commercially reasonable efforts to xxxx and collect from each Basic Subscriber that is potentially a Qualified Customer any amounts due and payable in respect of services delivered to such Basic Subscriber prior to the Closing.
Except as set forth in Schedule 5.09(b) of the Parent Disclosure Schedule, Parent is the sole and exclusive owner of all right, title and interest in and to the material Parent Intellectual Property, and to the Knowledge of Parent, has the right to use all other material Intellectual Property, including all Parent Exclusively Licensed IP, used in the conduct of the Business of Parent, in each case, free and clear of Liens other than Permitted Liens.
Section 7.1. Conduct of Business of Parent Pending the Effective Time.
To the Knowledge of Parent, and in connection with the Business of Parent, no director, officer, employee or agent of Parent has made any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Authority; or failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority.
Each of Parent and Merger Sub is now, and, in the case of Parent, for the past three (3) years and, in the case of Merger Sub, since its inception, has been, in compliance in all respects with all Laws applicable to it and the Business of Parent, except for such non-compliance that has not and would not reasonably be expected to result in Liabilities that are material to the Parent and Merger Sub, taken as a whole.
The conduct of the Business of Parent, and the products, processes and services of Parent, have not infringed, misappropriated or otherwise violated, and do not infringe, misappropriate or otherwise violate the Intellectual Property of any Person in any material respect.
Equity-based awards with an aggregate value of $16,606,000 were granted effective as of January 1, 2019, to be converted into a number of restricted stock unit awards under the Parent Equity Incentive Plans and a number of LTIP Units (as defined in the Parent Operating Partnership Agreement) based in each case on a valuation of the units, consistent with the Ordinary Course of Business of Parent.
Attached as Schedule 7.8 is a list of all Real Property owned, leased or operated by, and which is material to the operation of the Business of, Parent, Holdings or its Subsidiaries.