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  • The Sellers have made obtainable to the Purchaser copies of all written research, reviews, knowledge and assessments or investigations, including “Phase I” and “Phase II” reviews, which have been carried out by or on behalf of the Companies or the Subsidiaries and are of their possession and relate to the environmental condition or compliance standing of the Leased Real Property or different properties.
  • After your activities, you probably can enjoy your PIZZA, CAKE, CUPCAKES, GOODIE BAGS.
  • Notwithstanding the foregoing, the Purchaser and its Affiliates shall first seek restoration beneath the Representations and Warranties Insurance Policy earlier than in search of restoration from the Sellers pursuant to the Pre-Closing Tax Indemnity.
  • Two years after parting methods with the BJP-led National Democratic Alliance , Adivasi chief and land rights campaigner CK Janu’s political party – Janadhipathya Rashtriya Sabha – has not joined any political formations in Kerala regardless of the elections being round the corner.

Sellers shall pay or trigger to be paid to Purchaser the portion of any Taxes due with a Purchaser Prepared Return for which Sellers are accountable pursuant to Section8.1 at least 5 days prior to the filing of any Purchaser Prepared Return. For a interval of seven years following the Closing Date, the Purchaser shall trigger the Companies and the Subsidiaries to maintain all books and data regarding the Business, the Companies, and the Subsidiaries for the periods ending on or previous to the Closing Date and shall make them, and any individuals answerable for upkeep of such books and data, moderately obtainable to the Sellers and their Representatives upon cheap notice throughout normal business hours. If at any time after the Closing, any Seller or Representative of any Seller reasonably requires a replica of any such guide or document, any Seller shall have the proper to promptly obtain a duplicate thereof from the Purchaser, the Companies or the Subsidiaries on the Purchaser’s, the Companies’ or the Subsidiaries’ price . Notwithstanding the foregoing provisions of this Section5.3, none of the Purchaser or its Affiliates shall be required to offer any Seller paperwork which would possibly be subject to a confidentiality agreement that has not been duly waived or which are subject to attorney-client privilege or work-product doctrine. Schedule3.15 accommodates a whole and correct record of all insurance coverage insurance policies and/or applications of self-insurance owned, held, maintained, carried by, or overlaying the Companies and the Subsidiaries in connection with their possession and operation of the Business (such policies or programs required to be set forth on Schedule3.15, collectively, the “Insurance Policies”).

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On the Closing Date, the Sellers shall present to the Purchaser such Check the Box Elections, correctly executed, and the Purchaser shall file the Check the Box Elections with the Internal Revenue Service promptly following the Closing. At Purchaser’s request, for up to one hundred eighty days after the Closing Date, Seller shall show on all of its and its relevant Affiliates’ website and social media websites set out on Schedule 5.15 a mutually agreed statement in regards to the transactions contemplated herein and hyperlink to a website and social media websites designated by Purchaser. The covenants in Sections5.15 and extend to the contractors, service providers, distributors, resellers and end-users of the applicable Seller Covenant Parties or the Purchaser Covenant Parties, as applicable, with respect to the Business or retained businesses, as relevant, of the Seller Covenant Parties or the Purchaser Covenant Parties, as applicable, however not with respect to other services or products of such third events.

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The expected timeline for disengagement is 18 months from the final approval of this Settlement Agreement by the Court. Defendants agree not to file a motion to acquire the termination of the consent decree and a last dismissal of the lawsuit until they have achieved sustained compliance with the provisions of this Settlement Agreement. This Settlement Agreement defines the particular actions the Defendants are required to take to address overcrowding in its amenities which they must complete in order to end the litigation on this case. The Settlement Agreement anticipates the actions shall be accomplished within 18 months from preliminary approval by the Court, and that after they have completed the required actions, Defendants will transfer to disengage the requirements set forth within the Settlement Agreement from Court supervision and then move for termination of the consent decree and ultimate dismissal of the lawsuit. The Federal Circuit affirmed the district court’s grant of injunctive reduction concerning SiOnyx’s ’467 patent, finding that the district courtroom didn’t abuse its discretion to find that Hamamatsu’s accused products competed with SiOnyx’s where conflicting testament was presented on that problem by each parties, and that the exhibiting of irreparable harm was supported by Hamamatsu’s use of SiOnyx’s confidential data to speed up its market entry. The Federal Circuit additionally affirmed, on substantially the same grounds, the injunction against Hamamatsu’s continued use of the united states patents it had itself obtained, in addition to the jury’s award of contract and unjust enrichment damages accruing after expiration of the NDA’s confidentiality interval.

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No suspension, cancellation or revocation of any such Permit is pending or, to the Knowledge of the Companies, threatened. No declare has ever been made in writing by a Governmental Authority in a jurisdiction where the Companies and/or any of the Subsidiaries do not file a selected kind of Tax Return that such Company or such Subsidiary is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction, which declare has not been absolutely resolved. Except as offered in Schedule3.7, not one of the Companies or the Subsidiaries are required to fulfill any regulatory capital necessities underneath applicable marital affair review Law or relevant agreement with any Governmental Authority. Since December 31, 2020, the Business has been operated in the Ordinary Course of Business and there has not been any occasion, incidence or development which, individually or within the mixture, has had or would reasonably be expected to have, a Material Adverse Effect or the Balance Sheet Date, none of the Companies or Subsidiaries or the Business has taken any motion which, if taken or omitted to be taken after the date of this Agreement, would require the consent of the Purchaser in accordance with Section5.5.

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Each Employee Plan has been established, administered and maintained in all material respects in accordance with its terms and in compliance with all applicable Laws . All benefits, contributions and premiums required by and due under the terms http://alicecarrhomeopath.com/1606-dte73881-online-dating-for-seniors-reviews.html of each Employee Plan or applicable Law have been timely paid in accordance with the phrases of such Employee Plan, and in materials compliance with all applicable Laws.

Noting that the district court’s determination appeared rooted in uncertainty over its jurisdiction to compel assignment of foreign patents, the Federal Circuit clarified that an order compelling project of international patents is an train of the court’s jurisdiction over the party, not the overseas patent office in which the task was made. The Court additional reasoned that because Hamamatsu’s U.S. patents claimed precedence from its Japanese patent functions, those applications must be for the same innovations as the united states patents, and that SiOnyx was therefore entitled to sole possession of the Japanese functions and any international applications claiming priority therefrom for the same reasons it was entitled to sole ownership of the united states patents. The jury decided, inter alia, that Hamamatsu breached its NDA with SiOnyx and was entitled to damages for that breach and for unjust enrichment stemming therefrom; that Hamamatsu willfully infringed SiOnyx’s U.S. Patent eight,080,467 however awarding $0 in damages on that claim; and that Hamamatsu’s U.S. patents have been co-invented by a SiOnyx founder.

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