Examples of specified company in a sentence
Each Seller hereby acknowledges and agrees that effective upon the occurrence of the Closing, the Company (as a subsidiary of Buyer) will have the sole and exclusive ownership of the Intellectual Property underlying the Specified Company Products and the unconditional right to manufacture the Specified Company Products but only in the manner manufactured by the Company as of the Effective Date.
All Tax Returns of the Specified Company Entities for which the Tax period ends on or prior to the Closing Date shall be prepared (on a basis consistent with the elections, accounting methods, conventions and principles of taxation used in past practice) and filed by Sellers.
To the Knowledge of the Specified Company Officers, there are no Contracts that are material to the Business other than Material Contracts.
For the avoidance of doubt, each Seller acknowledges and agrees that the utilization of the Company’s manufacturing plant, in and of itself, by Buyer and its Affiliates after the Closing to manufacture the Specified Company Products, but only to the extent manufactured as of the Effective Date, shall not be deemed to infringe upon any of the Intellectual Property of any Seller.
In any case in which a closing of the current Tax period is not required or permitted, all items of income, gain, loss, deduction and credit of any Specified Company Entity shall be allocated between the portion of the Tax period ending on the Closing Date and the portion of the Tax period beginning after the Closing Date based on an interim closing of the books as of the end of the Closing Date.