Common use of Disposal of Relevant Business Assets Clause in Contracts

Disposal of Relevant Business Assets. 29.1. In the event that the Contractor generates Relevant Business Assets, the Contractor shall maintain and provide to the DCC a register of such Relevant Business Assets, which shall contain the following information: 29.1.1. a register of all of the Relevant Business Assets, detailing: (a) whether each Relevant Business Asset is capable of being transferred to the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, a "Transferable Asset"). (b) if not, whether each Relevant Business Asset is otherwise capable of being made available by the Contractor for use by the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, an "Ongoing Access Asset"); (c) the ownership status of each Transferable Asset and each Ongoing Access Asset; (d) the value of each Transferable Asset, calculated using the net book value, remaining lease payments or such other valuation method as approved by the DCC in respect of specific Relevant Business Assets and, in any event, in compliance with the applicable accounting standards of the Contractor; (a) a register of all of the software provided in connection with the Services; (b) a register of all other IPR relevant to the performance of the Services; and (c) a register of all sub-contracts and other agreements (including software licences, maintenance and support agreements and equipment, rental and lease agreements) required for the performance of the Services. 29.2. The Contractor shall maintain the register of Relevant Business Assets in the format specified in such format as is agreed by the Parties from time to time and the Contractor shall review and update such register of Relevant Business Assets periodically. 29.3. The Contractor shall not, without the DCC's prior written consent, encumber any Relevant Business Assets in any way which would: 29.3.1. require the consent of a third party to the exercise by the DCC of any of its rights under this Schedule; or 29.3.2. otherwise restrict the exercise by the DCC of any of its rights under this Schedule. For the purposes of this clause 29.3, "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement or which otherwise restricts the Contractor's ability to use and deal with the Relevant Business Asset. 29.4. Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any relinquishment of any control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: 29.4.1. the granting of consent by the DCC under this clause 29.4 may be subject to the relevant authority also granting its consent to the relevant disposal or relinquishment of operational control; and 29.4.2. the consent of the DCC under this clause 29.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant disposal or relinquishment of operational control is to be made, of such conditions as may be specified in the DCC's consent.

Appears in 2 contracts

Samples: Supplier Relationship Management Agreement, Employee Value Proposition

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Disposal of Relevant Business Assets. 29.130.1. In the event that the Contractor generates Relevant Business Assets, the Contractor shall maintain and provide to the DCC a register of such Relevant Business Assets, which shall contain the following information: 29.1.130.2. a register of all of the Relevant Business Assets, detailing: (a) 30.2.1. whether each Relevant Business Asset is capable of being transferred to the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, a "Transferable Asset"). (b) 30.2.2. if not, whether each Relevant Business Asset is otherwise capable of being made available by the Contractor for use by the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, an "Ongoing Access Asset"); (c) 30.2.3. the ownership status of each Transferable Asset and each Ongoing Access Asset; (d) 30.2.4. the value of each Transferable Asset, Asset calculated using the net book value, remaining lease payments or such other valuation method as approved by the DCC in respect of specific Relevant Business Assets and, in any event, in compliance with the applicable accounting standards of the Contractor; (a) 30.2.5. a register of all of the software provided in connection with the Services; (b) 30.2.6. a register of all other IPR relevant to the performance of the Services; and (c) 30.2.7. a register of all sub-contracts and other agreements (including software licences, maintenance and support agreements and equipment, rental and lease agreements) required for the performance of the Services. 29.230.3. The Contractor shall maintain the register of Relevant Business Assets in the format specified in such format as is agreed by the Parties from time to time and the Contractor shall review and update such register of Relevant Business Assets periodically. 29.330.4. The Contractor shall not, without the DCC's prior written consent, encumber any Relevant Business Assets in any way which would: 29.3.130.4.1. require the consent of a third party to the exercise by the DCC of any of its rights under this Schedule; or 29.3.230.4.2. otherwise restrict the exercise by the DCC of any of its rights under this Schedule. 30.5. For the purposes of this clause 29.330.3, "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement or which otherwise restricts the Contractor's ability to use and deal with the Relevant Business Asset. 29.430.6. Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any relinquishment of any control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: 29.4.130.6.1. the granting of consent by the DCC under this clause 29.4 30.4 may be subject to the relevant authority also granting its consent to the relevant disposal or relinquishment of operational control; and 29.4.230.6.2. the consent of the DCC under this clause 29.4 30.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant disposal or relinquishment of operational control is to be made, of such conditions as may be specified in the DCC's consent.

Appears in 1 contract

Samples: Contract for Services

Disposal of Relevant Business Assets. 29.1. 30.1 In the event that the Contractor generates Relevant Business Assets, the Contractor shall maintain and provide to the DCC a register of such Relevant Business Assets, which shall contain the following information: 29.1.130.1.1. a register of all of the Relevant Business Assets, detailing: (a) whether each Relevant Business Asset is capable of being transferred to the DCC and/or any Replacement Contractor following the expiry or termination of this Framework Agreement or a Call-Off Contract (each, a "Transferable Asset"). (b) if not, whether each Relevant Business Asset is otherwise capable of being made available by the Contractor for use by the DCC and/or any Replacement Contractor following the expiry or termination of this Framework Agreement or a Call-Off Contract (each, an "Ongoing Access Asset"); (c) the ownership status of each Transferable Asset and each Ongoing Access Asset; (d) the value of each Transferable Asset, calculated using the net book value, remaining lease payments or such other valuation method as approved by the DCC in respect of specific Relevant Business Assets and, in any event, in compliance with the applicable accounting standards of the Contractor; (a) a register of all of the software provided in connection with the Services; (b) a register of all other IPR relevant to the performance of the Services; and (c) a register of all sub-contracts and other agreements (including software licences, maintenance and support agreements and equipment, rental and lease agreements) required for the performance of the Services. 29.2. 30.2 The Contractor shall maintain the register of Relevant Business Assets in the format specified in such format as is agreed by the Parties from time to time and the Contractor shall review and update such register of Relevant Business Assets periodically. 29.3. 30.3 The Contractor shall not, without the DCC's prior written consent, encumber any Relevant Business Assets in any way which would: 29.3.130.3.1. require the consent of a third party to the exercise by the DCC of any of its rights under this Schedule; or 29.3.230.3.2. otherwise restrict the exercise by the DCC of any of its rights under this Schedule. For the purposes of this clause 29.330.3, "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement or which otherwise restricts the Contractor's ability to use and deal with the Relevant Business Asset. 29.4. Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any relinquishment of any control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: 29.4.1. the granting of consent by the DCC under this clause 29.4 may be subject to the relevant authority also granting its consent to the relevant disposal or relinquishment of operational control; and 29.4.2. the consent of the DCC under this clause 29.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant disposal or relinquishment of operational control is to be made, of such conditions as may be specified in the DCC's consent.

Appears in 1 contract

Samples: Framework Agreement for the Provision of Capacity & Network Economics Consultancy Services

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Disposal of Relevant Business Assets. 29.1. In the event that the Contractor generates Relevant Business Assets, the Contractor shall maintain and provide to the DCC a register of such Relevant Business Assets, which shall contain the following information: 29.1.1. a register of all of the Relevant Business Assets, detailing: (a) whether each Relevant Business Asset is capable of being transferred to the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, a "Transferable Asset"). (b) if not, whether each Relevant Business Asset is otherwise capable of being made available by the Contractor for use by the DCC and/or any Replacement Contractor following the expiry or termination of this Agreement (each, an "Ongoing Access Asset"); (c) the ownership status of each Transferable Asset and each Ongoing Access Asset; (d) the value of each Transferable Asset, calculated using the net book value, remaining lease payments or such other valuation method as approved by the DCC in respect of specific Relevant Business Assets and, in any event, in compliance with the applicable accounting standards of the Contractor; (a) a register of all of the software provided in connection with the Services; (b) a register of all other IPR relevant to the performance of the Services; and (c) a register of all sub-contracts and other agreements (including software licences, maintenance and support agreements and equipment, rental and lease agreements) required for the performance of the Services. 29.2. The Contractor shall maintain the register of Relevant Business Assets in the format specified in such format as is agreed by the Parties from time to time and the Contractor shall review and update such register of Relevant Business Assets periodically. 29.3. The Contractor shall not, without the DCC's prior written consent, encumber any Relevant Business Assets in any way which would: 29.3.1. require the consent of a third party to the exercise by the DCC of any of its rights under this Schedule; or 29.3.2. otherwise restrict the exercise by the DCC of any of its rights under this Schedule. or For the purposes of this clause 29.3, "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement or which otherwise restricts the Contractor's ability to use and deal with the Relevant Business Asset. 29.4. Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any relinquishment of any control over, any Relevant Business Asset without the prior written consent of the DCC. The Contractor acknowledges that: 29.4.1. the granting of consent by the DCC under this clause 29.4 may be subject to the relevant authority also granting its consent to the relevant disposal or relinquishment of operational control; and 29.4.2. the consent of the DCC under this clause 29.4 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant disposal or relinquishment of operational control is to be made, of such conditions as may be specified in the DCC's consent.

Appears in 1 contract

Samples: Digital Content and Imagery Production Agreement

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