Examples of IP Purchaser in a sentence
The Parties acknowledge that IP Purchaser will issue the Purchaser Shares to the Seller in reliance on the Seller’s representations and warranties set forth in the Shareholders Agreement and that the Purchaser Shares shall be subject to the restrictions on transfer as set forth in the Shareholders Agreement.
If the property owner is unavailable, leave a door hanger listing contact information.
The Purchaser Shares to be issued in this Transaction will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable assuming the accuracy of the representations and warranties of Seller in this Agreement and of the representations and warranties of all Persons (other than IP Purchaser) in the Shareholders Agreement (as defined below).
D Xxxxxxx is the legal and beneficial owner of certain trademarks which it wishes to transfer to the IP Purchaser, and which the IP Purchaser wishes to accept, on the terms and conditions of the Trademark Assignment.
There is no action, suit, investigation or proceeding pending against, or to the Knowledge of Purchasers, threatened against or affecting, Purchasers before any arbitrator or any Governmental Body which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on IP Purchaser and its subsidiaries, taken as a whole, or in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.
WHEREAS, the Purchaser is, among other things, to acquire all of the inventory located at the Specified Stores and the purchase price payable to Merchant under the APA is determined, in part, by the cost value of the inventory at the Specified Stores WHEREAS Merchant also entered into that certain Asset Purchase Agreement By AndBetween Sur La Table, Inc., And SLT IP Holdings LP, dated August 3, 2020 (the “IP APA”) with the IP Purchaser.
This Agreement and the related agreements, documents and instruments referred to herein to which Purchaser or IP Purchaser is a party have been duly executed and delivered by Purchaser and/or IP Purchaser, as applicable, and constitute the valid and legally binding obligations of Purchaser and/or IP Purchaser, as applicable, enforceable against it in accordance with their respective terms.
All consents, approvals and actions of, filings with and notices to, any Governmental Entity necessary to permit Purchaser, IP Purchaser and Seller to perform their obligations under this Agreement and to consummate the transactions contemplated hereby shall have been duly obtained, made or given, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement shall have occurred.
Upon the terms and subject to the conditions of this Agreement, IP Purchaser and Business Purchaser each agree to deliver or cause to be delivered to Seller at Closing, in consideration of the aforesaid sale, transfer and assignment of the Transferred Assets other than the Inventory, immediately available funds in the amount set forth on Schedule 3.1 to the Disclosure Letter, which together totals *** (the “Purchase Price”).
All references in the Asset Purchase Agreement to the “IP Purchaser” shall hereafter be references to, collectively, Purchaser Holdco and Liquid IP Purchaser.