Additional Asset Transfers Clause Samples
The "Additional Asset Transfers" clause defines the terms under which parties may transfer assets beyond those initially specified in an agreement. It typically outlines the process for identifying, valuing, and formally transferring these extra assets, which could include tangible property, intellectual property, or financial instruments. This clause ensures that any subsequent asset transfers are handled transparently and in accordance with agreed procedures, thereby preventing disputes and clarifying the parties' rights and obligations regarding assets not originally contemplated.
Additional Asset Transfers. Subject to Clause 7 (Brazil), Clause 8 (Transferring Contracts), Clause 9 (Matters Governed Exclusively by Ancillary Agreements), Clause 17 (Access to Information; Books and Records), Schedule 2 (Transferring Contracts) and Schedule 3 (Brazil), and except as otherwise expressly provided for in this Agreement or any Ancillary Agreement, if either of the Parties identifies:
(a) any property, right or asset that is an Alcon Transferring Asset or is Exclusively Related to the Alcon Business (other than any property, right or asset expressly excluded from the Separation under this Agreement or any Ancillary Agreement and excluding any Novartis Retained Asset) that has not been transferred to Alcon, or to another member of the Alcon Group, pursuant to this Agreement or any Ancillary Agreement or otherwise, or is held by a member of the Novartis Group after the Separation Date, then:
(i) the Parties shall use their respective Commercially Reasonable Efforts to procure that the holder of such property, right or asset shall be deemed to be an Alcon Asset Transferor for the purposes of this Agreement;
(ii) Alcon shall nominate a member of the Alcon Group (acceptable to Novartis, acting reasonably) as the Alcon Asset Transferee for such property, right or asset and such member of the Alcon Group shall be deemed to be an Alcon Asset Transferee for the purposes of this Agreement; and
(iii) the provisions of Clause 25.1 (Non-transferred Assets) shall apply to such property, right or asset; or
(b) any property, right or asset that is a Novartis Retained Asset or is Exclusively Related to the Novartis Business (other than any property, right or asset expressly excluded from the Separation under this Agreement or any Ancillary Agreement and excluding any Alcon Transferring Assets), that has not been transferred to Novartis, or to another member of the Novartis Group, pursuant to this Agreement or any Ancillary Agreement or otherwise, or is held by a member of the Alcon Group after the Separation Date, then:
(i) the Parties shall use their respective Commercially Reasonable Efforts to procure that the holder of such property, right or asset shall be deemed to be a Novartis Asset Transferor for the purposes of this Agreement;
(ii) Novartis shall nominate a member of the Novartis Group (acceptable to Alcon, acting reasonably) as the Novartis Asset Transferee for such property, right or asset and such member of the Novartis Group shall be deemed to be a Novartis Asset Transfer...
Additional Asset Transfers. In connection with each Additional Asset Transfer, the Parties shall procure that each party to the agreements providing for such Additional Asset Transfer (each, an “Additional Asset Transfer Agreement”), including each Ryfold New Subsidiary that is a subject thereof whether or not it is a signatory to any Additional Asset Transfer Agreement, executes and delivers to each Party to the Framework Agreement, as a condition to such Additional Asset Transfer, a joinder agreement in form and substance reasonably acceptable to each Party to the Framework Agreement, pursuant to which (i) the parties thereto acknowledge and agree that the Additional Asset Transfer Agreement and all related agreements are Implementing Agreements and Implementing Documents under the Framework Agreement, and (ii) any such party that is not then a party to the Framework Agreement becomes a party to the Framework Agreement as of the effective date of the applicable Additional Asset Transfer, (A) with rights and obligations corresponding to those applicable to GAG in the case where such party is a GAG Affiliate transferring additional assets, and (B) with rights and obligations corresponding to those applicable to Givolon in the case where such party is Ryfold New Subsidiary.
Additional Asset Transfers. In connection with each Additional Asset Transfer, the Parties shall procure that each party to the agreements providing for such Additional Asset Transfer (each, an “Additional Asset Transfer Agreement”) executes and delivers to each Party to this Agreement, as a condition to such Additional Asset Transfer, a joinder agreement in form and substance reasonably acceptable to each Party hereto, pursuant to which (i) the parties thereto acknowledge and agree that the Additional Asset Transfer Agreement and all related agreements are Implementing Agreements and Implementing Documents hereunder, and (ii) any such party that is not then a party to this Agreement becomes a party to this Agreement as of the effective date of the applicable Additional Asset Transfer, (A) with rights and obligations corresponding to those applicable to GAG in the case where such party is a GAG Affiliate transferring additional assets, and (B) with rights and obligations corresponding to those applicable to Givolon in the case where such party is a Givolon Affiliate acquiring additional assets.
Additional Asset Transfers. (a) Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, Seller shall, and shall cause its Affiliates to, in each case at Seller’s sole cost (except for GST/HST or other creditable or recoverable transfer taxes, to the extent such taxes are actually recovered by Target 3, which taxes shall be assumed and paid by Target 3 to Seller 2, and Seller 2 shall remit same to the relevant tax authority in accordance with applicable Law) and expense, to the extent that any Business Assets are not held by the Company Group, sell, convey, assign and transfer to the Company Group, the Business Assets, free and clear of all Liens, other than Permitted Exceptions (collectively, the “Pre-Closing Asset Transfers”). Seller and Purchaser understand and agree that any transfers, assignments, sales or other dispositions of assets, interests, rights, capital stock, employees or otherwise, shall be at Seller’s sole cost and expense. Seller shall use commercially reasonable efforts to file, provide or otherwise obtain, as applicable, all consents, notices, filings, waivers, assignment agreements and recordings required in connection with the Pre-Closing Asset Transfers, including to enable the Company Group to conduct the Business in accordance with applicable Law and Contract requirements immediately following the Closing (and in the event the Closing occurs and any such costs and expenses associated with the foregoing matters described in this sentence have not been paid by Seller or such obligations have not been fulfilled, Seller shall, continue to be responsible for such costs, expenses and obligations and shall satisfy the same at Purchaser’s reasonable discretion). For the avoidance of doubt, no Restructuring Document will provide any rights, obligations or Liabilities of Seller or any of its Subsidiaries (excluding the Company Group), on the one hand, and any Company Group Entity, on the other hand, that are inconsistent with the terms of this Agreement. Without limiting the foregoing, from and after the date hereof, Seller shall provide Restructuring Documents to Purchaser in draft form and an opportunity to review, and shall not finalize, enter into, execute or deliver any Restructuring Document, without Purchaser’s prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed).
(b) If, at any time prior to the one year anniversary of the Closing Date, any asset held by Seller or its Affiliates is ultim...