Certain Provisions Relating to the Transfer. Except in respect of Nonassignable Assets (which are the subject of Section 2.5 hereof), in the event that record or beneficial ownership or possession of any Conveyed Asset has not been transferred to Purchaser on the Closing Date, Seller and Purchaser shall cooperate and shall use their reasonable best efforts to transfer, or cause to be transferred, as promptly as practicable, from Seller to Purchaser such Conveyed Asset, and pending such transfer to Purchaser, Seller shall hold such Conveyed Asset and provide to Purchaser all of the benefits and liabilities associated with the ownership and operation of such Conveyed Asset and, accordingly, Seller shall cause such Conveyed Asset to be operated or retained as may reasonably be instructed by Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Entremed Inc), Asset Purchase Agreement (Celgene Corp /De/)
Certain Provisions Relating to the Transfer. Except as otherwise provided in respect of Nonassignable Assets (which are the subject of Section 2.5 2.6 or 2.7 hereof), in the event that record or beneficial ownership or possession of any Conveyed Asset has not been transferred to Purchaser on the Closing Date, Seller and Purchaser shall cooperate and shall use their reasonable best efforts to transfer, or cause to be transferred, as promptly as practicable, from Seller to Purchaser such Conveyed Asset, and pending such transfer to Purchaser, Seller shall hold such Conveyed Asset and use its reasonable best efforts to provide to Purchaser all of the benefits and liabilities associated with the ownership and operation use of such Conveyed Asset and, accordingly, Seller shall cause such Conveyed Asset to be operated used or retained as may reasonably be instructed by Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Superior Essex Inc), Asset Purchase Agreement (Belden Inc)