CMED definition
Examples of CMED in a sentence
Upon the request of CMED or its Affiliates, the Seller Parties shall, and shall cause the Seller Group and their Affiliates to, promptly provide CMED or its Affiliates with transitional technical support to operate the Designated Assets, PRC IP Rights and/or Relevant IP Rights.
For purposes of Section 3.1, the applicable Directing Entity may maintain, from time to time, an approved slate of nominees or provide written direction to Brookfield with respect to the approval or rejection of any matter in the form of general guidelines, policies or procedures in which case no further approval or direction will be required.
CMED and CMED Sub shall be jointly and severally responsible for any of their Liability and payment of any local state, federal and foreign sales, use, stamp or similar Taxes or duties incurred by CMED and CMED Sub in connection with the Transaction.
At the Closing, the Seller Parties shall update and prepare, in good faith in a manner consistent with the PRC IP Rights Schedule and Relevant IP Rights Schedule as of the Agreement Date, and deliver updated PRC IP Rights Schedule and Relevant IP Rights Schedule as of the Closing Date to CMED Sub and its counsel, and all work papers and back-up materials relating thereto.
CMED WFOE shall be entitled, in its discretion, to purchase, and CytoTrend WFOE shall be required to sell, any of such tangible assets designated by CMED WFOE to CytoTrend WFOE in writing prior to the Closing (the “Designated Assets”).
The Seller Parties shall provide all information requested by CMED and CMED Sub in order to permit CMED Sub and any financial institution acting on CMED Sub’s behalf to comply with their obligations under the USA Patriot Act of 2001, as amended, and other applicable laws.
CMED and CMED Sub jointly and severally represent and warrant to the Seller that the statements contained in this Section 5 are true and correct on or before the Agreement Date.
The Parties hereby agree that CMED Sub may, in its sole and absolute discretion, elect to pay all or any portion of the Consideration in RMB, calculated using the Exchange Rate.
To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the CMED Group, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller and CytoTrend WFOE in respect of which such deduction and withholding was made by the CMED Group.
The Seller shall have filed with the U.S. Patent and Trademark Office the assignment of the U.S. patent applications referred to in I of Schedule 1.2(c) attached hereto from the Seller to CMED Sub; provided that the Seller hereby agrees to use its best efforts to effect the recordation of such assignment on or as soon as practicable after the Closing Date and in any event no later than three (3) Business Days following the Closing.