Examples of Seller Contracts in a sentence
For the avoidance of doubt, Seller will assign all Seller Contracts, not just Listed Seller Contracts, to the applicable Buyer (subject to the proviso in the second sentence of this Section 4.3(f) ); however, nothing herein shall obligate Seller to obtain consent in respect of the assignment of any Seller Contract that is not a Listed Seller Contract.
At any time prior to Closing, Seller shall have the right to add (upon delivery of written notice to Buyers including the revised schedule, and in each case subject to Section 4.15 ) additional Seller Contracts to Section 4.3 of the Seller Disclosure Letter , without the consent of Buyers except in the case where the assignment to a Transferred Entity of any such additional Seller Contract would constitute the entry into a Material Contract in violation of Section 4.1(h) .
The Seller has delivered to the Purchaser accurate and complete copies of all written Seller Contracts identified in Part 2.8(a) of the Disclosure Schedule, including all amendments thereto.
Part 3.25(b) contains a complete and accurate list and summary description, including any royalties paid or received by Seller, and Seller has delivered to Buyer accurate and complete copies, of all Seller Contracts relating to the Intellectual Property Assets, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available Software programs with a value of less than $ under which Seller is the licensee.
This Agreement has been, and each Seller Contract to which such Seller is a party will be at or prior to Closing, duly and validly executed and delivered by such Seller and this Agreement and the Seller Contracts such Seller is a party thereto constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.