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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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