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IP As Property / IP Rights Transfers / Closing the Deal II. CONDITIONS TO CLOSING Buyer and Seller typically specify conditions that
must be present or events that must occur before they are obligated
to consummate the deal. A Seller typically makes representations and
warranties about the business as of the date that the acquisition agreement
is executed, but that date may be weeks or months prior to Closing,
especially if antirust or other regulatory approvals are required in
order to close the transaction. The Buyer will typically require that
at Closing, the Seller warrant that the representations are still true.
If certain statements are no longer true, the Buyer might have the option
of declining to go with through the transaction as specified. Other
conditions of Closing may reflect issues that come to light during the
negotiation of the agreement. For example, in a stock sale, if the Buyer
learns certain trademark rights are not owned by the corporation whose
stock is being acquired, it may require that those assets either be
transferred to the corporation before Closing or directly to the Buyer
at Closing. If the Seller does not comply, the Buyer will not be obligated
to buy the stock of the corporation.
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