Common use of Asset Transfers Clause in Contracts

Asset Transfers. A. The Xxxxxx Xxx Parties shall use all commercially reasonable efforts to promptly, but no more than fourteen (14) days after the execution of this Settlement Agreement, transfer to Bank One or Banc One Education Finance Corp. in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Mae Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereof, they will use all commercially reasonable efforts to transfer to Bank One or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOG), data, or documents not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by the EOG Employees; provided, that EOG’s Company Data or other Confidential Information of the Xxxxxx Xxx Parties will be removed prior to transfer. Any such additional property so identified by Bank One in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement), reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the websites known as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxx, for a period not to exceed sixty (60) days from the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; (b) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the Voice Response Unit (“VRU”) and toll-free 1-800 telephone numbers utilized in connection with such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement, and (ii) the actual costs incurred by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004; (c) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the telephone voice mail system used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. and its successors and assigns agree that so long as Bank One is selling loans to any of the Xxxxxx Mae Parties pursuant to the ExportSS Agreement or the USA LPA, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,

Asset Transfers. A. The (a) Prior to the Distribution Date, --------------- Parent shall transfer, assign and convey any and all rights and/or obligations it may have to New Fluor with respect to (a) all Parent Assets and Parent Liabilities except (i) Parent's investments in any Xxxxxx Xxx Parties shall use Group entity, (ii) all commercially reasonable efforts intercompany accounts described in Section 5.06 to promptlybe retained by Parent, but no more than fourteen (14iii) days after all historical equity accounts of Parent, (iv) the execution Xxxxxx Group's share of this Settlement Agreement, transfer to Bank One or Banc One Education Finance Corp. all assets and liabilities under any Fluor Plans as described and allocated in accordance with Section 3.4(III7.03; (b) all intellectual property rights of Parent as described in Section 5.07; (c) all investments in any subsidiary or affiliate which are part of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Mae Parties New Fluor Group; (and subject to the restrictions on assignment contained within any such license or lease agreement), d) all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days liabilities arising primarily from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereofFluor Business or DRIH Corporation, they will use all commercially reasonable efforts to transfer to Bank One whether fixed, contingent or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties otherwise (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOGthe DRIH Grid Note), data, or documents ; and (e) all other assets not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by otherwise used primarily in the EOG Employees; provided, that EOG’s Company Data or other Confidential Information conduct of the Xxxxxx Xxx Parties will Business including, without in any way limiting the preceding, those assets to be removed prior assigned to transfer. Any such additional property so identified by Bank One New Fluor as described in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form Paragraph B of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement)5.01. In addition, reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereofDistribution Date, Fluor Enterprises, Inc. (a New Fluor subsidiary) shall transfer, convey and assign to a Xxxxxx Group subsidiary (to be designated) those assets described in Paragraph A of Schedule 5. 01. The parties acknowledge and agree that the websites known as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxxtransfers set forth herein shall be completed on or prior to the Distribution Date, for a period not to exceed sixty (60) days from the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement;if practicable. (b) to continue to operate and maintain from To the date hereof, substantially as it has prior to extent that a Group owns any other asset which is used primarily in the date hereofbusiness conducted by the other Group, the Voice Response Unit (“VRU”) first-mentioned Group shall use its commercially reasonable efforts, subject to receipt of any necessary consents of third parties, to cause such asset to be conveyed, assigned and toll-free 1-800 telephone numbers utilized in connection with transferred to such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement, and (ii) the actual costs incurred by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004;other Group. (c) to continue to operate and maintain from the date hereof, substantially as it has If any transfer contemplated by subsection (a) shall not have been consummated prior to the date hereofDistribution Date, the telephone voice mail system used parties shall cooperate to effect such transfer as promptly thereafter as shall be reasonably practicable, it nonetheless being agreed and understood that no party shall be liable to any other party for any delay in making any transfer contemplated by this Section. Notwithstanding the conduct provisions of EOG’s BusinessArticle III, for a period not upon such transfer, the transferee of any such asset shall assume any liability (other than any liability relating to exceed sixty (60any Tax, which liabilities are exclusively governed by the Tax Sharing Agreement) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed relating to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. asset and shall indemnify and hold harmless the transferor and its successors directors, officers and assigns agree that so long as Bank One is selling loans Affiliates against all claims relating thereto. The cost (other than any cost relating to any Tax, which costs are exclusively governed by the Tax Sharing Agreement) of effecting any such transfer of assets and assumption of related liabilities shall be borne by the Xxxxxx Mae Parties pursuant person to the ExportSS Agreement or the USA LPA, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,whom such asset is transferred.

Asset Transfers. A. The (a) Prior to the Distribution Date, --------------- Parent shall transfer, assign and convey any and all rights and/or obligations it may have to New Fluor with respect to (a) all Parent Assets and Parent Liabilities except (i) Parent's investments in any Xxxxxx Xxx Parties shall use Group entity, (ii) all commercially reasonable efforts intercompany accounts described in Section 5.06 to promptlybe retained by Parent, but no more than fourteen (14iii) days after all historical equity accounts of Parent, (iv) the execution Xxxxxx Group's share of this Settlement Agreement, transfer to Bank One or Banc One Education Finance Corp. all assets and liabilities under any Fluor Plans as described and allocated in accordance with Section 3.4(III7.03; (b) all intellectual property rights of Parent as described in Section 5.07; (c) all investments in any subsidiary or affiliate which are part of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Mae Parties New Fluor Group; (and subject to the restrictions on assignment contained within any such license or lease agreement), d) all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days liabilities arising primarily from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereofFluor Business or DRIH Corporation, they will use all commercially reasonable efforts to transfer to Bank One whether fixed, contingent or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties otherwise (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOGthe DRIH Grid Note), data, or documents ; and (e) all other assets not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by otherwise used primarily in the EOG Employees; provided, that EOG’s Company Data or other Confidential Information conduct of the Xxxxxx Xxx Parties will Business including, without in any way limiting the preceding, those assets to be removed prior assigned to transfer. Any such additional property so identified by Bank One New Fluor as described in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form Paragraph B of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement)5.01. In addition, reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereofDistribution Date, Fluor Enterprises, Inc. (a New Fluor subsidiary) shall transfer, convey and assign to a Xxxxxx Group subsidiary (to be designated) those assets described in Paragraph A of Schedule 5. 01. The parties acknowledge and agree that the websites known transfers set forth herein shall be completed prior to the Distribution Date or as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxx, for a period not to exceed sixty (60) days from soon as reasonably practicable following the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement;Distribution. (b) to continue to operate and maintain from To the date hereof, substantially as it has prior to extent that a Group owns any other asset which is used primarily in the date hereofbusiness conducted by the other Group, the Voice Response Unit (“VRU”) first-mentioned Group shall use its commercially reasonable efforts, subject to receipt of any necessary consents of third parties, to cause such asset to be conveyed, assigned and toll-free 1-800 telephone numbers utilized in connection with transferred to such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement, and (ii) the actual costs incurred by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004;other Group. (c) to continue to operate and maintain from the date hereof, substantially as it has If any transfer contemplated by subsection (a) shall not have been consummated prior to the date hereofDistribution Date, the telephone voice mail system used parties shall cooperate to effect such transfer as promptly thereafter as shall be reasonably practicable, it nonetheless being agreed and understood that no party shall be liable to any other party for any delay in making any transfer contemplated by this Section. Notwithstanding the conduct provisions of EOG’s BusinessArticle III, for a period not upon such transfer, the transferee of any such asset shall assume any liability (other than any liability relating to exceed sixty (60any Tax, which liabilities are exclusively governed by the Tax Sharing Agreement) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed relating to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. asset and shall indemnify and hold harmless the transferor and its successors directors, officers and assigns agree that so long as Bank One is selling loans Affiliates against all claims relating thereto. The cost (other than any cost relating to any Tax, which costs are exclusively governed by the Tax Sharing Agreement) of effecting any such transfer of assets and assumption of related liabilities shall be borne by the Xxxxxx Mae Parties pursuant person to the ExportSS Agreement or the USA LPA, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,whom such asset is transferred.

Asset Transfers. A. The Xxxxxx Xxx Notwithstanding anything in this Agreement to the contrary, at or prior to the Closing, subject to applicable Law, Seller shall, and shall cause its Affiliates (including the Parent Group) to, in each case at Seller’s sole cost and expense, (a) to the extent that any Plastics Assets are not held by Transferred Entities, (i) to sell, convey, assign and transfer to the Transferred Entities, the Plastics Assets, free and clear of all Liens, other than Permitted Liens, (ii) to the extent such Plastics Assets are comprised of Plastics Business Registered Intellectual Property Rights, use reasonable best efforts to record such sale, conveyance, assignment or transfer with the applicable Government Authorities (including the United States Patent and Trademark Office) (and, to the extent such recordations are not completed prior to Closing, to continue to use reasonable best efforts to do so until such actions are complete) and (iii) to the extent such Plastics Assets are comprised of Owned Real Property, the conveyance or transfer of such Owned Real Property shall be by quitclaim or other form of deed without warranty, except, to the extent required by the title insurance company in order for Buyer to obtain title insurance insuring a Transferred Entity’s fee simple title to any such Owned Real Property, the conveyance shall be by special warranty deed or local equivalent; (b) to the extent that any Chemicals Assets are held by Transferred Entities, sell, convey, assign and transfer to Seller or Affiliates of Seller (including the Parent Group) other than the Transferred Entities, the Chemicals Assets, free and clear of all Liens, other than Permitted Liens; (c) to the extent that any Assumed Liabilities are not Liabilities of the Transferred Entities, cause the Assumed Liabilities to be assumed by the Transferred Entities; (d) to the extent that any Retained Liabilities are Liabilities of the Transferred Entities, cause the Retained Liabilities to be assumed by Seller or Affiliates of Seller (including the Parent Group) other than the Transferred Entities and (e) to effect the transactions set forth on Schedule I (collectively, the “Asset Transfers”). Seller or Buyer may propose changes to Schedule I consistent with the intent of this Agreement at any time during the Pre-Closing Period and Buyer and Seller, as applicable, shall consider any such proposal in good faith and shall not unreasonably withhold, condition or delay its consent to such proposed changes. Seller and Buyer understand and agree that any transfers, assignments, sales or other dispositions of assets, interests, rights, obligations, capital stock, employees or otherwise, whether from a Transferred Entity to Seller or one or more of its Affiliates (other than a Transferred Entity but including the Parent Group), or from Seller or one or more of its Affiliates (other than a Transferred Entity but including the Parent Group) to a Transferred Entity, shall be (x) at Seller’s sole cost and expense; (y) in accordance with applicable Law; and (z) without prejudice to (or otherwise limiting or modifying) the other terms and provisions of this Agreement (including the representations and warranties set forth in this Agreement or any certificate delivered hereunder), made on an “as is”, “where is” basis, without any other representation or warranty of any kind and without recourse to the Person making such transfer, sale, assignment, or other disposition (and, for the avoidance of doubt, the Parties agree that no actions or documentation of Seller or any of its Affiliates implementing the Asset Transfers will be required to repeat any representations and warranties set forth in this Agreement or any Transaction Agreement). Seller shall use all commercially reasonable efforts to promptlyfile, but no more than fourteen (14) days after provide or otherwise obtain, as applicable, all Consents, notices, filings, waivers, assignment agreements and recordings required in connection with the execution of this Settlement AgreementAsset Transfers, transfer including to Bank One or Banc One Education Finance Corp. enable the Transferred Entities to conduct their business in all material respects in accordance with Section 3.4(III) of applicable Law and Contract requirements immediately following the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Mae Parties Closing (and subject to in the restrictions on assignment contained within event the Closing occurs and any such license or lease agreement), all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days from the date of execution of this Settlement Agreement costs and upon written request to the Xxxxxx Mae Parties in accordance expenses associated with the notice provisions of Section 29 hereofforegoing matters described in this sentence have not been paid by Seller or such obligations have not been fulfilled, they will use all commercially reasonable efforts to transfer to Bank One or Banc One Education Finance Corp.Seller shall, for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOG), data, or documents not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by the EOG Employees; provided, that EOG’s Company Data or other Confidential Information of the Xxxxxx Xxx Parties will be removed prior to transfer. Any such additional property so identified by Bank One in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement), reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate be responsible for such costs, expenses and maintain from obligations and shall satisfy the date hereof, substantially as it has prior to the date hereof, the websites known as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxx, for a period not to exceed sixty (60) days from the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first monthsame at Buyer’s payment being due within five (5) business days following execution of this Settlement Agreement; (b) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the Voice Response Unit (“VRU”) and toll-free 1-800 telephone numbers utilized in connection with such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement, and (ii) the actual costs incurred by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004; (c) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the telephone voice mail system used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. and its successors and assigns agree that so long as Bank One is selling loans to any of the Xxxxxx Mae Parties pursuant to the ExportSS Agreement or the USA LPA, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,discretion).

Asset Transfers. A. The Xxxxxx Xxx Parties shall use all commercially reasonable efforts to promptly, but no more than fourteen (14a) days after the execution of this Settlement Agreement, transfer to Bank One On or Banc One Education Finance Corp. in accordance with Section 3.4(III) of the Marketing Agreement, prior to the extent ownedParent Notice Date, leasedParent shall provide written notice to Company setting forth (i) the number of Asset Sale Holdcos that Company shall cause IPT Holdco to form, or licensed by the Xxxxxx Mae Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within which number shall not exceed ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereof, they will use all commercially reasonable efforts to transfer to Bank One or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOG), data, or documents not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by the EOG Employees; provided, that EOG’s Company Data or other Confidential Information of the Xxxxxx Xxx Parties will be removed prior to transfer. Any such additional property so identified by Bank One in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement), reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the websites known as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxx, for a period not to exceed sixty (60) days from the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; (b) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the Voice Response Unit (“VRU”) and toll-free 1-800 telephone numbers utilized in connection with such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement AgreementAsset Sale Holdcos, and (ii) the actual Sale Subsidiaries (the “Asset Transfer Subsidiaries”) whose equity interests are to be contributed by IPT Holdco to the applicable Asset Sale Holdco. (b) Parent shall have the right to assign its rights pursuant to this Agreement with respect to any Asset Transfer to one or more of its Affiliates by providing Company with written notice of such assignment on or prior to the Parent Notice Date; provided that such assignment shall not release or relieve Parent of its obligations under this Agreement. Additionally, for purposes of this Section 2.3 an Affiliate of Parent may include one or more entities that are, or are wholly owned by, a “qualified intermediary” or “exchange accommodation titleholder” that is acting on behalf of an Affiliate of Parent so that one or more Affiliates of Parent may acquire Asset Transfer Subsidiaries as part of one or more “like-kind exchanges” under Section 1031 of the Code (an “Exchange”), and any such Exchange shall be effected through an assignment of this Agreement, or its rights under this Agreement, to such “qualified intermediaries” or “exchange accommodation titleholders”; provided that (i) no Party shall be required to negotiate or consummate any Exchange that such Party determines is not reasonably acceptable to such Party and (ii) no Exchange shall alter the Parties’ obligations under this agreement or delay or postpone the ability of Parties to consummate the Mergers or the other Asset Transfers. Parent shall bear all costs incurred in connection with any actions taken by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004;in furtherance of an Exchange pursuant to this Section 2.3. (c) Upon the terms and subject to continue the satisfaction or waiver of the conditions of this Agreement, at the Effective Time, Company shall cause IPT Holdco to operate and maintain from sell each Asset Sale Holdco to Parent or to an Affiliate of Parent by delivering one or more Assignments of Limited Liability Company Interests (each, an “Interest Assignment”) to Parent or its Affiliate in a form to be reasonably agreed by the date hereof, substantially as it has Parties prior to the date hereofClosing (it being understood and agreed that such Interest Assignment shall provide that (i) such sale is on an “as is, the telephone voice mail system used in the conduct of EOG’s Business, for a period not to exceed sixty where is” basis without any representation or warranty by IPT Holdco and (60ii) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. Parent and its successors Affiliates shall have no recourse against, and assigns agree that so long as Bank One is selling loans to any of the Xxxxxx Mae Parties pursuant to the ExportSS Agreement or the USA LPAshall fully release, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,Company and its Affiliates).

Asset Transfers. A. The (a) Prior to the Distribution --------------- Date, Parent shall transfer, assign and convey any and all rights and/or obligations it may have to New Fluor with respect to (a) all Parent Assets and Parent Liabilities except (i) Parent's investments in any Xxxxxx Xxx Parties shall use Group entity, (ii) all commercially reasonable efforts intercompany accounts described in Section 5.06 to promptlybe retained by Parent, but no more than fourteen (14iii) days after all historical equity accounts of Parent, (iv) the execution Xxxxxx Group's share of this Settlement Agreement, transfer to Bank One or Banc One Education Finance Corp. all assets and liabilities under any Fluor Plans as described and allocated in accordance with Section 3.4(III7.03; (b) all intellectual property rights of Parent as described in Section 5.07; (c) all investments in any subsidiary or affiliate which are part of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Mae Parties New Fluor Group; (and subject to the restrictions on assignment contained within any such license or lease agreement), d) all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days liabilities arising primarily from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereofFluor Business or DRIH Corporation, they will use all commercially reasonable efforts to transfer to Bank One whether fixed, contingent or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties otherwise (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOGthe DRIH Grid Note), data, or documents ; and (e) all other assets not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by otherwise used primarily in the EOG Employees; provided, that EOG’s Company Data or other Confidential Information conduct of the Xxxxxx Xxx Parties will Business including, without in any way limiting the preceding, those assets to be removed prior assigned to transfer. Any such additional property so identified by Bank One New Fluor as described in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form Paragraph B of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement)5.01. In addition, reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereofDistribution Date, Fluor Enterprises, Inc. (a New Fluor subsidiary) shall transfer, convey and assign to a Xxxxxx Group subsidiary (to be designated) those assets described in Paragraph A of Schedule 5. 01. The parties acknowledge and agree that the websites known as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxxtransfers set forth herein shall be completed on or prior to the Distribution Date, for a period not to exceed sixty (60) days from the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement;if practicable. (b) to continue to operate and maintain from To the date hereof, substantially as it has prior to extent that a Group owns any other asset which is used primarily in the date hereofbusiness conducted by the other Group, the Voice Response Unit (“VRU”) first-mentioned Group shall use its commercially reasonable efforts, subject to receipt of any necessary consents of third parties, to cause such asset to be conveyed, assigned and toll-free 1-800 telephone numbers utilized in connection with transferred to such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement, and (ii) the actual costs incurred by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004;other Group. (c) to continue to operate and maintain from the date hereof, substantially as it has If any transfer contemplated by subsection (a) shall not have been consummated prior to the date hereofDistribution Date, the telephone voice mail system used parties shall cooperate to effect such transfer as promptly thereafter as shall be reasonably practicable, it nonetheless being agreed and understood that no party shall be liable to any other party for any delay in making any transfer contemplated by this Section. Notwithstanding the conduct provisions of EOG’s BusinessArticle III, for a period not upon such transfer, the transferee of any such asset shall assume any liability (other than any liability relating to exceed sixty (60any Tax, which liabilities are exclusively governed by the Tax Sharing Agreement) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed relating to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. asset and shall indemnify and hold harmless the transferor and its successors directors, officers and assigns agree that so long as Bank One is selling loans Affiliates against all claims relating thereto. The cost (other than any cost relating to any Tax, which costs are exclusively governed by the Tax Sharing Agreement) of effecting any such transfer of assets and assumption of related liabilities shall be borne by the Xxxxxx Mae Parties pursuant person to the ExportSS Agreement or the USA LPA, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,whom such asset is transferred.

Asset Transfers. A. The Xxxxxx Xxx Parties shall use all commercially reasonable efforts to promptly, but no more than fourteen (14a) days after the execution of this Settlement Agreement, transfer to Bank One On or Banc One Education Finance Corp. in accordance with Section 3.4(III) of the Marketing Agreement, prior to the extent ownedParent Notice Date, leasedParent shall provide written notice to Company setting forth (i) the number of Asset Sale Holdcos that Company shall cause IPT Holdco to form, or licensed by the Xxxxxx Mae Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), all property listed on Schedule 2 hereto (the “Transferred Property”). Bank One agrees that within which number shall not exceed ten (10) days after receipt of all of the Transferred Property, it shall pay to EOG $[**] for the property listed on Schedule 2 hereto. The Xxxxxx Xxx Parties further agree: (i) that for a period of 44 days from the date of execution of this Settlement Agreement and upon written request to the Xxxxxx Mae Parties in accordance with the notice provisions of Section 29 hereof, they will use all commercially reasonable efforts to transfer to Bank One or Banc One Education Finance Corp., for appropriate compensation, in accordance with Section 3.4(III) of the Marketing Agreement, to the extent owned, leased, or licensed by the Xxxxxx Xxx Parties (and subject to the restrictions on assignment contained within any such license or lease agreement), any other intangible property, software (excluding software that is also being used by the Xxxxxx Mae Parties other than EOG), data, or documents not identified on Schedule 2 hereto that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data, that had been utilized by the EOG Employees; provided, that EOG’s Company Data or other Confidential Information of the Xxxxxx Xxx Parties will be removed prior to transfer. Any such additional property so identified by Bank One in accordance with the preceding sentence shall be deemed part of the Transferred Property and the Parties agree to amend Schedule 2 to this Settlement Agreement accordingly. The Xxxxxx Mae Parties further agree: (i) to deliver to Bank One or Banc One Education Finance Corp. an assignment and xxxx of sale in the form of Schedule 8 hereto (and subject to the restrictions on assignment contained within any such license or lease agreement), reflecting the sale, conveyance, assignment, transfer and delivery of the Transferred Property and the assignment of contracts related to such Transferred Property; and (ii) in return for payment by Bank One or Banc One Education Finance Corp. of the following sums, to perform the following services for the time periods enumerated: (a) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the websites known as xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxx, for a period not to exceed sixty (60) days from the date on which the Transferred Property identified in items number 4 and 5 on Schedule 2 hereto has been transferred to Bank One or Banc One Education Finance Corp., in return for payment of $[**] per month (or any part thereof) for each such website, with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; (b) to continue to operate and maintain from the date hereof, substantially as it has prior to the date hereof, the Voice Response Unit (“VRU”) and toll-free 1-800 telephone numbers utilized in connection with such VRU, that are used in the conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6, 2004, in return for payment of (i) $[**] per month (or any part thereof) for the VRU, with the first month’s payment being due within five (5) business days following execution of this Settlement AgreementAsset Sale Holdcos, and (ii) the actual Sale Subsidiaries (the "Asset Transfer Subsidiaries") whose equity interests are to be contributed by IPT Holdco to the applicable Asset Sale Holdco. (b) Parent shall have the right to assign its rights pursuant to this Agreement with respect to any Asset Transfer to one or more of its Affiliates by providing Company with written notice of such assignment on or prior to the Parent Notice Date; provided that such assignment shall not release or relieve Parent of its obligations under this Agreement. Additionally, for purposes of this Section 2.3 an Affiliate of Parent may include one or more entities that are, or are wholly owned by, a "qualified intermediary" or "exchange accommodation titleholder" that is acting on behalf of an Affiliate of Parent so that one or more Affiliates of Parent may acquire Asset Transfer Subsidiaries as part of one or more "like-kind exchanges" under Section 1031 of the Code (an "Exchange"), and any such Exchange shall be effected through an assignment of this Agreement, or its rights under this Agreement, to such "qualified intermediaries" or "exchange accommodation titleholders"; provided that (i) no Party shall be required to negotiate or consummate any Exchange that such Party determines is not reasonably acceptable to such Party and (ii) no Exchange shall alter the Parties' obligations under this agreement or delay or postpone the ability of Parties to consummate the Mergers or the other Asset Transfers. Parent shall bear all costs incurred in connection with any actions taken by the Xxxxxx Mae Parties for continuing such toll-free 1-800 telephone numbers beyond August 6, 2004;in furtherance of an Exchange pursuant to this Section 2.3. (c) Upon the terms and subject to continue the satisfaction or waiver of the conditions of this Agreement, at the Effective Time, Company shall cause IPT Holdco to operate and maintain from sell each Asset Sale Holdco to Parent or to an Affiliate of Parent by delivering one or more Assignments of Limited Liability Company Interests (each, an "Interest Assignment") to Parent or its Affiliate in a form to be reasonably agreed by the date hereof, substantially as it has Parties prior to the date hereofClosing (it being understood and agreed that such Interest Assignment shall provide that (i) such sale is on an "as is, the telephone voice mail system used in the conduct of EOG’s Business, for a period not to exceed sixty where is" basis without any representation or warranty by IPT Holdco and (60ii) days from August 6, 2004, in return for payment in the amount of $[**] per month (or any part thereof) for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp., with the first month’s payment being due within five (5) business days following execution of this Settlement Agreement; and (d) to give each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. the ability to have an automatic reply with a business-appropriate message sent to the sender of each e-mail that is addressed to such EOG Employee, for a period not to exceed sixty (60) days from August 6, 2004, for no charge, for each EOG Employee who accepts employment with Bank One or Banc One Education Finance Corp. X. Xxxxxx Xxx, Inc. Parent and its successors Affiliates shall have no recourse against, and assigns agree that so long as Bank One is selling loans to any of the Xxxxxx Mae Parties pursuant to the ExportSS Agreement or the USA LPAshall fully release, as modified by this Settlement Agreement, they will continue in a commercially reasonable manner to provide into Bank One’s EFIS system whatever information regarding the Bank One loans that the Xxxxxx Xxx Parties were providing into the EFIS system prior to July 1,Company and its Affiliates).