IRL Assets definition

IRL Assets has the meaning set forth in Section 7(u).
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IRL Assets means the Patents identified as IRL Patents listed in Part 1.2(l) of the Disclosure Schedule and the Know-How associated therewith.
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Examples of IRL Assets in a sentence

  • At the IRL Closing, the Buyer shall pay the purchase price in the amount prescribed under subsection (iii) hereof and the Transferring Entity shall Transfer to the Buyer the IRL Assets to be purchased by the Buyer, free and clear of all Liens.

  • The provisions of this Section 7(u) shall not apply to any pledge of IRL Assets by the Transferring Entity, provided that any foreclosure of such security interest shall be a Transfer subject to this Section 7(u).

  • If the Buyer gives such notice prior to the end of such thirty-day period, the Transferring Entity and the Buyer shall be legally obligated to consummate the purchase and sale of the IRL Assets subject to the Disposition Notice upon the terms and conditions of this Agreement.

  • Notwithstanding the foregoing, the applicable Sellers shall make Best Efforts to undertake to transfer to the Purchaser those assets listed on Part 1.7 of the Disclosure Schedule as the IRL Assets and the Du-Med Assets and if such Sellers are unable to transfer such IRL Assets and the Du-Med Assets to the Purchaser on the Closing Date, or at any time thereafter, there shall be no adjustment to the Cash Consideration or to the Aggregate Purchase Price.

  • The purchase price for any purchase of IRL Assets pursuant to this subsection shall be the purchase price set forth in the Disposition Notice.

  • For a period of thirty (30) days after the giving of the Disposition Notice to the Buyer, the Buyer shall have the right to give written notice to the Transferring Entity of its exercise of its option to purchase all, but not less than all, of the ownership interests in or assets of the IRLs subject to the Disposition Notice ("IRL Assets").

  • The closing of any purchase of IRL Assets under this Section 7(u) by the Buyer ("IRL Closing") shall take place on a date ninety (90) days after the date the Disposition Notice is given to the Buyer, at 10:00 a.m., at the principal office of the Transferring Entity, unless otherwise agreed to in writing between the Buyer and the Transferring Entity.

  • Nothing herein shall be construed to require Imaging, any Seller, or any Affiliate, to settle any matter, and Imaging shall, at its sole good faith discretion, settle the IRL Assets controversy in the manner it deems most appropriate and in the best interests of Imaging.

  • The remaining terms and conditions of any purchase of IRL Assets pursuant to this Section shall be the same as the terms and conditions set forth in the Disposition Notice, except with respect to the closing of the transaction and except as otherwise provided herein.