Additional Transfers of Assets Sample Clauses

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange and ending on the date one year following the IPO Closing Date, if Transocean in its good faith judgment, after reasonable consultation with the General Counsel of TODCO, or other person designated by TODCO, identifies any asset owned by a member of the Transocean Group or a member of the TODCO Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange was used primarily in the TODCO Business and is then owned by a member of the Transocean Group or (ii) during the twelve (12) month period prior to the date of the Exchange was used primarily in the Transocean Business and is then owned by a member of the TODCO Group, Transocean or TODCO, as the case may be, shall or shall cause any such asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by TODCO or Transocean, as the case may be, as the appropriate transferee.
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Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Date and ending on the date one year following the Distribution Date, if Noble in its good faith judgment, after reasonable consultation with the General Counsel of Paragon, or other person designated by Paragon, identifies any Asset owned by a member of the Noble Group or a member of the Paragon Group, as applicable, that (i) during the twelve (12) month period prior to the date of this Agreement was used primarily in the Paragon Business and is then owned by a member of the Noble Group or (ii) during the twelve (12) month period prior to the date of this Agreement was used primarily in the Noble Business and is then owned by a member of the Paragon Group, and Noble determines that it is appropriate under the then existing circumstances that such a conveyance, assignment, transfer and delivery of such Asset should be effected, then Noble and Paragon shall cause any such Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.3 to the entity identified by Paragon or Noble, as the case may be, as the appropriate transferee with its Group.
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Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Date and ending on the first anniversary of the Distribution Date, if CHK or SSE, in its Good Faith Judgment, after reasonable consultation with the other Party, identifies any Asset owned by a member of the CHK Group or a member of the SSE Group, as applicable, that (i) during the twelve (12) month period prior to the Distribution Date was used primarily in the SSE Business and is then owned by a member of the CHK Group or (ii) during the twelve (12) month period prior to the Distribution Date was used primarily in the CHK Business and is then owned by a member of the SSE Group, CHK or SSE, as the case may be, upon written request, shall or shall cause any such Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by SSE or CHK, as the case may be, as the appropriate transferee.
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Additional Transfers of Assets 
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Related to Additional Transfers of Assets

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

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