Examples of Japanese Xxxxxxx Business in a sentence
Baxter and Xxxxxxx shall hold an annual meeting to discuss (a) the performance of the Japanese Xxxxxxx Business as well as product and market developments relevant to the coming year's operations, and (b) budget projections affecting the projected price discounts.
Xxxxxxx shall not grant to any third- party the right to use such Xxxxxxx marks in the Territory during the Term in connection with the development, manufacture, marketing, sales or support of products that are competitive with or otherwise related to the Products hereunder or any other products or services of the Japanese Xxxxxxx Business.
If the Option is exercised, Xxxxxxx Optionholder and Xxxxxx Japan will work together to identify any services (including those relating to occupation and use of facilities) that are needed to assure a smooth and orderly transition of the Japanese Xxxxxxx Business and, to the extent practicable, negotiate and prepare mutually acceptable agreements to govern the provision of such services after the Closing Date (the "Operating Agreements").
The parties acknowledge that Schedule 13.1 may be amended with the prior written consent of BKK and ELL, as necessary, to include additional Intellectual Property that the Japanese Xxxxxxx Business is deemed to be actually using as of the Bunkatsu Date or to exclude any Intellectual Property that the Japanese Xxxxxxx Business is not deemed to be actually using as of the Bunkatsu Date.
From the date hereof, ELL and BKK will work together to identify any services (including those relating to occupation and use of facilities) that are needed to assure a smooth and orderly transition of the Japanese Xxxxxxx Business and negotiate and prepare mutually acceptable agreements to govern the provision of such services after the Bunkatsu Date.
Xxxxxxx shall continue to provide technical support ----------------- services in the same manner as provided in connection with the Japanese Xxxxxxx Business prior to the Effective Date.
If the Option is exercised, Xxxxxxx Optionholder and Xxxxxx -------- Japan will work together to identify any services (including those relating to occupation and use of facilities) that are needed to assure a smooth and orderly transition of the Japanese Xxxxxxx Business and, to the extent practicable, negotiate and prepare mutually acceptable agreements to govern the provision of such services after the Closing Date (the "Operating Agreements").
Xxxxxxx Optionholder will exercise commercially reasonable efforts to secure liability insurance to avoid potential gaps in coverage for claims arising from events prior to the Closing Date, which gap would not exist had the Japanese Xxxxxxx Business continued to be covered with the same retroactive dates existing in the Xxxxxx Japan Policies in effect on the Closing Date.
BKK shall transfer and assign to ELL the Bunkatsu Assets and Bunkatsu Liabilities of the Japanese Xxxxxxx Business by way of a Kaisha Bunkatsu in accordance with the terms and conditions herein.
Until either (i) the Closing Date (if the Option is exercised) or (ii) the end of the Exercise Period (if the Option is not exercised), Xxxxxx Japan will deliver to Xxxxxxx Optionholder, within 25 days after the end of each fiscal quarter, an unaudited balance sheet, income statement with respect to the Japanese Xxxxxxx Business, all prepared in accordance with the Agreed Accounting Policies and Allocation Methodology.