Misplaced Assets Sample Clauses

Misplaced Assets. ‌ Following the Completion Date, if either party becomes aware that Proprietor owns, directly or indirectly, any asset that ought properly to have been transitioned under this agreement (Misplaced Asset) then that party must promptly notify the other party, and provided the Proprietor and MACS are satisfied (acting reasonably and in good faith) that the Misplaced Asset ought to have been so transitioned under this agreement, then: (a) MACS may by written notice request the Proprietor to use reasonable endeavours to procure the transition of the relevant Misplaced Asset for nil consideration at the direction of MACS, including executing (or procuring the execution of) all such documents as may be necessary for the purpose of transitioning all rights, title and interest (as applicable) in the Misplaced Asset to MACS; and‌ (b) the Proprietor undertakes to do so.
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Misplaced Assets. If after the Closing, either Buyer or Seller determines in good faith and mutually agree that (i) any asset of Seller used in the Business was incorrectly omitted from Purchased Assets and should have been transferred to Buyer, or (ii) any asset transferred to Buyer was incorrectly omitted from Excluded Assets and should not have been transferred to Buyer (each, a “Misplaced Asset”), then the Parties will promptly transfer, convey, assign, deliver, or cause to be transferred, conveyed, assigned, or delivered to the other party, as appropriate, all right, title and interest in such Misplaced Asset, and such Misplaced Asset shall be deemed to be a Purchased Asset or Excluded Asset, as applicable, for purposes of this Agreement without any additional consideration or deduction from the Purchase Price.
Sample 1
Misplaced Assets. If after the Separation Date either party identifies any asset (the MISPLACED ASSET): (a) held by FPHC or any of its Subsidiaries that is properly attributable to the appliances or finance business as carried on by the Fisxxx & Paykel Group prior to the Separation Date and by FPAH and its Subsidiaries on or after the Separation Date; or (b) held by FPAH or any of its Subsidiaries that is properly attributable to the healthcare business as carried on by the Fisxxx & Paykel Group prior to the Separation Date and by FPHC and its Subsidiaries on or after the Separation Date, it will notify the other not later than 30 days after the date on which such identification is made. The parties will then respectively procure the transfer and assignment with effect from the Separation Date of all the right, title and interest in and to the Misplaced Asset to FPAH or FPHC respectively (or any Subsidiary thereof nominated by FPAH or FPHC (as applicable)) for fair market value as agreed by the parties and payable in cash not later than 30 days after the date on which notification of the Misplaced Asset pursuant to this clause 2.1 is received by the relevant party. For this purpose, the Asset Holder shall, as soon as reasonably practicable, execute and deliver to the Business Holdco such documents and take such steps as may be reasonably required by the Business Holdco to vest in the Business Holdco legal title to the Misplaced Asset; provided that if no such documents or steps are required, by this clause, the Asset Holder transfers and assigns, with effect as of the Separation Date, all its right, title and interest in and to the Misplaced Asset to the Business Holdco.
Sample 1
Misplaced Assets. If after the Closing, Purchaser in good faith identifies in writing to Seller any asset of Seller properly transferable as a Transferred Asset (except for the Excluded Assets expressly contemplated in Sections 2.1(c)(i) through 2.1(c)(x)) that was not included in the Transferred Assets transferred at the Closing (any such asset, an “Additional Asset”), then Seller will, as promptly as practicable after written notice by Purchaser, transfer, convey, assign, deliver, or cause to be transferred, conveyed, assigned, or delivered to Purchaser or its Affiliates, all right, title and interest of Seller in and to such Additional Asset which is transferable, and such Additional Assets shall be deemed to be Transferred Assets for purposes of this Agreement (without any additional consideration payable by Purchaser) and any applicable Ancillary Agreements, effective as of the date of transfer, conveyance, assignment, or delivery. If within thirty (30) days after the Closing, Seller specifically identifies in writing to Purchaser an Excluded Asset that was transferred, conveyed, assigned, or delivered inadvertently by Seller pursuant to this Agreement or the Ancillary Agreements, then Purchaser will as promptly as practicable after written notice by Seller, transfer, convey, assign, or deliver back or cause to be transferred, conveyed, assigned or delivered back to Seller all such transferred right, title and interest of Purchaser and its Subsidiaries in and to such Excluded Asset which is transferable.
Sample 1
Misplaced Assets. (a) From and after the Closing, to the extent it is determined that any right, title or interest in or to any Purchased Asset (excluding contracts for which a third party consent has not been received) has not been transferred to, or has not vested in, Purchaser or the relevant Purchaser Affiliate (hereinafter, a “Misplaced Asset”) and Purchaser gives ABB written notice of the same: (i) ABB shall provide such assistance (at ABB’s cost) to Purchaser or such OGP Purchaser as Purchaser reasonably requires for the purposes of Section 5.18(a)(ii) below; (ii) ABB shall transfer, or procure the transfer of, such Misplaced Asset together with any benefit or sum (net of tax and other reasonable out-of-pocket expenses) accruing to Purchaser or an OGP Purchaser as a result of holding such Misplaced Asset, as soon as practicable, to such person as Purchaser shall direct on terms that no consideration is provided by any person for such transfer; and (iii) ABB or the relevant Asset Seller shall hold such Misplaced Asset in trust for Purchaser or the relevant OGP Purchaser until title in such Misplaced Asset is effectively vested in Purchaser or the OGP Purchaser. (b) From and after the Closing, to the extent it is determined that an asset which does not form part of the Purchased Assets has been transferred to, or has vested in, Purchaser or a Purchaser Affiliate and ABB gives Purchaser written notice of the same: (i) Purchaser shall provide such assistance to ABB (at Purchaser’s cost) or such of the Asset Sellers as ABB reasonably requires for the purposes of Section 5.18(b)(ii) below; (ii) Purchaser shall transfer, or procure the transfer of, such asset, together with any benefit or sum (net of tax and other reasonable out-of-pocket expenses) accruing to ABB or one of the Asset Sellers as a result of holding such asset, as soon as practicable, to such person as ABB shall direct on terms that no consideration is provided by any person for such transfer; and (iii) Purchaser or the relevant OGP Purchaser shall hold such asset in trust for ABB or the relevant Asset Seller until title in such asset is effectively vested in ABB or the Asset Seller.
Sample 1

Related to Misplaced Assets

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”): (a) All Claims of Seller (i) arising from acts, omissions or events related to, or damage to or destruction of, the Assets, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including Claims for adjustments or refunds), or (iii) with respect to any of the Retained Assets, copies of all Records necessary to process such Claims after the Closing; (b) All rights and interest of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring prior to the Effective Time; (c) All Claims of Seller for refunds or loss carry forwards with respect to (i) production, severance, excise or any other similar Taxes or real or personal property or ad valorem taxes attributable to the Assets for any period prior to the Effective Time, (ii) any other Taxes including income or franchise Taxes or (iii) any Taxes attributable to the Retained Assets; (d) All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time or (ii) any Retained Assets; (e) All documents and instruments of Seller relating to the Assets that may be protected by an attorney client privilege, provided that such restrictions have been disclosed to Buyer prior to Closing (other than title opinions, related documents and legal files and records included in, or are part of, the above referenced files and records); (f) All royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time; (g) Receivables and security interests as set forth under Section 2.7 prior to the Effective Time; (h) Audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time to the extent relating to any Retained Assets; (i) All surface rights not associated with or used in conjunction with the Assets; and (j) For the avoidance of doubt, the Excluded Assets.

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Purchased Assets On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser (or a Subsidiary or Subsidiaries of Purchaser identified to Seller in writing at least three (3) business days before the Closing), and Purchaser shall (or shall cause its applicable Subsidiaries to) purchase and acquire from Seller and its Subsidiaries all of Seller’s and/or its Subsidiaries’ right, title and interest as of the Closing in the following (collectively, the “Purchased Assets”), free and clear of all Liens, other than Permitted Liens: (a) (i) each Business License Contract and (ii) each Contract with customers (including support and services Contracts), partners, distributors or resellers of the Business (other than, for the avoidance of doubt, (x) Contracts solely between Seller and its Subsidiaries or solely between Subsidiaries of Seller and (y) leases of real property) (collectively, (i) and (ii), together with the Contracts designated as Purchased Assets pursuant to Section 2.4(l), such Contracts or portions (to the extent related to the Business) of Contracts, the “Business Contracts”); provided that and for the avoidance of doubt, Business Contracts shall not include any Contract in respect of hosting services provided to the Business; (b) the Transferred Leases; (c) the Transferred Intellectual Property Rights, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Intellectual Property Rights, and the goodwill of the Business appurtenant to such Transferred Intellectual Property Rights; (d) the Transferred Technology, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Technology and the goodwill of the Business appurtenant to such Transferred Technology; provided that Seller shall be permitted to keep copies of any Transferred Technology to the extent it constitutes Shared Transferred Technology subject to the terms and conditions of the Intellectual Property License Agreement; (e) any and all Permits primarily related to the Business (collectively, the “Transferred Permits”); (f) any and all claims, causes of action, defenses and rights of offset or counterclaims (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or related to the Business, the Purchased Assets or the Assumed Liabilities and the right to retain all proceeds and monies therefrom, other than any Retained Claims; (g) any and all rights under Contracts between Seller or one of its Subsidiaries and any Transferred Business Employee to the extent they restrict the Transferred Business Employee from competing with, or soliciting employees, customers, clients, vendors, and other Persons engaged in a business relationship with, the Business; (h) true and complete copies of the Business Books and Records; provided that Seller shall be permitted to keep copies of such Business Books and Records to the extent relating to the Retained Business or the Retained Liabilities, or otherwise to the extent reasonably necessary, and only for so long as required, for Seller’s financial reporting purposes; (i) any and all raw materials, works-in-process, finished goods, supplies and other inventories, including two-factor authentication tokens, to the extent related to, used in or held for use in the Business; (j) all rights under letters of credit, performance bonds, negotiable instruments and other credit support instruments to the extent third parties provide credit support for any Business Contract or any other Purchased Assets pursuant to the foregoing (collectively, the “Transferred Financial Instruments”); (k) any and all prepaid assets and deposits to the extent made or paid in respect of any Purchased Assets described in Section 2.4(i) or any tangible assets (including Tangible Personal Property and Information Technology) that become Purchased Assets pursuant to Section 2.4(l) (the “Transferred Prepaid Assets”); (l) all other assets, Contracts or rights of any kind (including Tangible Personal Property and Information Technology, but excluding owned or leased real property, permits, Intellectual Property Rights (other than any Contracts) and Minority Investments), wherever located, whether personal, or mixed, tangible or intangible, that are owned by Seller or any of its Subsidiaries or to which Seller or any of its Subsidiaries is a party or has a license or other right with respect thereto, and in each case, that are primarily related to or primarily used or held for use in the Business and are not listed on Section 2.5(o) of the Seller Disclosure Letter, and that have been designated as a “Purchased Asset” by Purchaser in writing in its sole discretion prior to the Asset Selection Cut-Off Time; and (m) any and all assets set forth on Section 2.4(m) of the Seller Disclosure Letter.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transferred Assets (a) As of the Effective Time and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the rights, title and interest of Seller in the following assets associated with the Transferred Banking Center and identified in this Agreement and the Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 1.1(b) (collectively, the “Transferred Assets”): (1) all leases under which land and/or the building used as the Transferred Banking Center (the “Leased Property”) were leased by the Failed Bank and are leased by the Receiver and for which the Seller has an option to assume under the FDIC Agreement (the “Banking Center Lease”) listed on Exhibit 1.1(a)(1), unless Purchaser elects not to assume the Banking Center Lease (as defined below) pursuant to Section 1.10; (2) except as provided in Section 1.1(b), all furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at the Transferred Banking Center and used in conducting Seller’s business at the Transferred Banking Center (the “Personal Property,” and together with the Leased Property and the Banking Center Lease, the “Property”); (3) all personal property leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the exclusion, the “Equipment Leases”) all as set forth on Exhibit 1.1(a)(3); (4) those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Seller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Effective Time (the “Coins and Currency”); and (7) all outstanding balances and accrued interest of the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “Overdraft Lines of Credit”), provided that such Overdraft Lines of Credit are not (A) in excess of $5,000 individually or $100,000 in the aggregate or (B) outstanding for thirty (30) days or more. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are Seller’s rights in and to any refund for any Taxes and, except as specifically provided in Article III, any of Seller’s or its affiliates’ corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, software, trademarks or trade names, trade names and logos of third parties with whom Seller has contracted to provide services to its customers and any other assets of Seller or related to the Failed Bank not set forth in Section 1.1(a) (collectively, the “Excluded Assets”). Purchaser understands and agrees that it is purchasing only the assets specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any other business conducted by Seller at the Transferred Banking Center. (c) THE CONVEYANCE OF ALL THE TRANSFERRED ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY PURCHASER UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY SELLER’S XXXX OF SALE, “AS IS,” “WHERE IS,” WITHOUT RECOURSE AND, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • Excluded Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Leased Equipment The risk of loss or damage to leased equipment, goods or property shall not transfer to the University except as provided in §680.219, Florida Statutes. Any security interest in the leased equipment, goods or property granted to the Contractor contrary to AGO 79-72 and AGO 80-9 is null and void. Limitations of remedies provisions, which are unconscionable under applicable Florida law, are void. MATERIAL SAFETY DATA SHEET (MSDS). In compliance with Florida Statutes, Ch. 442, a Material Safety Data Sheet (MSDS) must accompany any applicable item delivered under this Agreement.

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