Identified Assets Clause Samples
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Identified Assets. For six (6) months after Closing, either Party may identify any asset or property that such Party reasonably believes is a Transferred Asset that was not transferred at Closing or an Excluded Asset that was transferred at Closing (each, an “Identified Asset”) and request in writing that such other Party promptly assign, transfer, convey or deliver such Identified Asset to such Party. Unless either Party contests in good faith the identification of such asset or property as a Transferred Asset or an Excluded Asset, as the case may be, within ten (10) Business Days of such written request by providing written notice thereof to the other Party and specifying in detail the basis for its objection (such notice, an “Dispute Notice”), such other Party shall promptly assign, transfer, convey or deliver such Identified Asset to the other Party, which from such time shall be deemed a Transferred Asset or an Excluded Asset, as the case may be, for all purposes of this Agreement. In the event that either Party contests in good faith the identification of an asset or property as Transferred Asset or an Excluded Asset, as the case may be, in accordance with the immediately preceding sentence of this Section 5.26, then the Parties shall reasonably cooperate with each other in the resolution of such dispute, and if such dispute is not resolved within 30 days of either Party providing an Dispute Notice, then the Parties shall submit such dispute to a Third Party arbitrator reasonably acceptable to each Party for binding resolution.
Identified Assets. Notwithstanding anything herein to the contrary, following the execution of this Agreement and on or prior to the Closing, the Company and the Company Subsidiaries shall, in accordance with that certain Securities Purchase Agreement, dated as of November 23, 2015, by and between MPI Research Inc. and the other parties signatory thereto, (the “2015 Agreement”) sell, transfer, assign, liquidate or otherwise dispose of each of the assets set forth on Schedule 5.15 prior to Closing (such assets, the “Identified Assets”). Buyer hereby acknowledges that any proceeds from any such transfer shall be treated as set forth in the 2015 Agreement.
Identified Assets. 4 Indebtedness............................................................................................................................. 69
Identified Assets. Following the execution of this Agreement, Bancshares and the Bank shall use commercially reasonable efforts to eliminate from the books of the Bank and, if applicable, Bancshares, by collection, sale, assignment, distribution in the form of a dividend, or otherwise each loan and the related promissory note identified on Schedule 7.9 being delivered by SWB to Bancshares in conjunction with the execution and delivery of this Agreement (each, an “Identified Asset”). For the purposes hereof, the term Identified Asset shall include any real or personal property accepted prior to the Closing in satisfaction or partial satisfaction of a loan constituting an Identified Asset, by deed-in-lieu, foreclosure or otherwise. Any such sale, assignment or transfer of an Identified Asset made on or after the Measurement Date shall be made and reflected for all purposes on the books of the Bank and/or Bancshares (as applicable), as of the Measurement Date and shall be without recourse to or a warranty by the Bank or Bancshares of any kind. In the event an Identified Asset is assigned to an Affiliate of Bancshares for the purpose of facilitating the transfer of the beneficial interest in one or more Identified Assets to the shareholders of Bancshares, such assignment shall be made in compliance with the provisions of the Banking Affiliates Act and the regulations issued thereunder to the extent applicable to such transfer. In connection with any such assignment of a loan constituting an Identified Asset, the Bank shall also assign any and all collateral for such loan in which the Bank has an interest. In the event any Identified Asset remains on the books of the Bank or Bancshares as of the last Business Day prior to the Closing, the Bank shall, prior to the Closing, cause each such Identified Asset to be charged off of the books of the Bank (or, if applicable, Bancshares) in full, which charge-off shall be made, and reflected for all purposes on the books of the Bank and/or Bancshares, as of the Measurement Date.
Identified Assets. PART A DIAGEO ASSETS All Intellectual Property Assets relating wholly to the Brands set out in paragraph 1 or 2 of Part A of Schedule 2. All Intellectual Property Assets that are not referred to in paragraph 1 or paragraph 3 of Part A or Part B of this Schedule 1 and that have been used wholly in relation to one of the following product categories and that can be completely separated from other Intellectual Property Assets: