Non-Transferred Assets. (a) If any Party discovers after the Separation Time that a member of the ATS Group has title to, or an interest in, a Photowatt Asset or a member of the Photowatt Group has title to, or an interest in, an ATS Asset (in either case, a “Non-Transferred Asset”), each Party shall (and shall cause the applicable member(s) of its Group to) cooperate and use commercially reasonable efforts to promptly transfer such title or interest to the appropriate Party (or another member of its Group designated by it), including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers.
(b) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset with respect to such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset.
Non-Transferred Assets. Subject to Clause 9 (Transferring Contracts and Non-Transferring Tenders), Clause 16 (Access to Information; Books and Records), Clause 30.3 (Matters Governed Exclusively by Ancillary Agreements) and Schedule 1 (Transferring Contracts and Non-Transferring Tenders), and except in relation to any Intellectual Property Right (in respect of which, to the extent relevant, the provisions of Clause 20.3 (Intellectual Property Wrong Pockets) shall apply), any monies to which Clause 11 (Accounts Payable and Receivable) applies or as otherwise expressly provided for in this Agreement, any Ancillary Agreement or the US Brands Commercial Agreement, if, following the Separation Date:
(a) any property, right or asset:
(i) forming part of the Sandoz Business (other than any property, right or asset expressly excluded under this Agreement or any Ancillary Agreement) has not and should have been transferred to Sandoz, or to another member of the Sandoz Group, pursuant to this Agreement or any Ancillary Agreement or otherwise; or
(ii) that is a Sandoz Transferring Asset or is Exclusively Related to the Sandoz Business (other than any property, right or asset expressly excluded under this Agreement or any Ancillary Agreement and excluding any Novartis Retained Asset) has not been transferred to Sandoz, or to another member of the Sandoz Group, pursuant to this Agreement or any Ancillary Agreement or otherwise, or is held by a member of the Novartis Group after the Separation Date, then:
(A) the Parties shall use their respective Commercially Reasonable Efforts to procure that the holder of such property, right or asset shall be deemed to be a Sandoz Asset Transferor for the purposes of this Agreement; and
(B) Sandoz shall nominate a member of the Sandoz Group (acceptable to Novartis, acting reasonably) as the Sandoz Asset Transferee for such property, right or asset and such member of the Sandoz Group shall be deemed to be a Sandoz Asset Transferee for the purposes of this Agreement, then Novartis shall use Commercially Reasonable Efforts to procure that all right, title and interest in such property, right or asset (and any related liability which is a Sandoz Liability) is assigned and transferred to Sandoz (or another member of the Sandoz Group as Sandoz has nominated (in accordance with Clause 20.1(a)(ii)(B) above) or may nominate that is reasonably acceptable to Novartis) as soon as practicable and at no cost to Sandoz (or any member of its Group), and such member of the...
Non-Transferred Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the transfer (or attempted transfer) to New AOAG of any AOAG Contributed Assets or to the Buyer (or a Buyer Designee) of any Transferred Assets would require the consent of any Person (other than a Sellers’ Retained Group Company or a Target Group Company) pursuant to its terms or applicable Law, and such consent has not been obtained either expressly or implicitly prior to the Contribution Date (in respect of the AOAG Contributed Assets) or the Closing Date (in respect of the Transferred Assets) (each, a “Non‑Transferred Asset”), the Buyer shall use and shall cause New AOAG or the relevant Buyer Designee to use, and General Motors shall cause AOAG and the relevant Assets Seller to use, reasonable efforts and each of them shall cooperate in good faith to obtain each consent required to the assignment or achieve the novation of such Non-Transferred Assets to New AOAG or the relevant Buyer Designee, as applicable. For the avoidance of doubt, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price in connection therewith.
Non-Transferred Assets. Notwithstanding anything to the contrary in Section 4.10, to the extent not prohibited by applicable Tax Laws, the Seller and the Purchaser agree to treat and report, and to cause their respective Affiliates to treat and report, on their Tax Returns, any Non-Transferred Assets as assets owned by the Transferee Party after the Closing.
Non-Transferred Assets. The parties agree that the following real property shall be deemed to be Non-Transferred Assets:
(a) Schlumberger facilities in Orpington, UK and Calgary, Canada;
(b) Bakex Xxxhxx xxxilities in Littleton, US and Croydon, UK;
(c) Interest of Western Atlas International, Inc. in Eastern Geophysical;
(d) Lease at Plotx 000, 0, 0, 00, 00 Xxxxx Xxxx; Xxdustria Layout, Port Harcourt Nigeria; and
(e) Lease at 17 Mekunwen, Flat 2, Ikoy; Nigeria.
Non-Transferred Assets. Notwithstanding any provisions of Sections 2.1 or 2.2 to the contrary, the assets of Cameron and its Affiliates (the “Non-Transferred Cameron Assets”) and of Schlumberger and its Affiliates (the “Non-Transferred Schlumberger Assets”), in each case that are not used or held for use primarily in and are not primarily related to the Cameron Subsea Business or the Schlumberger Subsea Business, respectively, including the following assets, shall be retained by the respective parties and not be transferred to the Venture Entities:
(a) The assets of Cameron, Schlumberger and their respective Affiliates that are set forth in Section 2.3 of the Cameron Disclosure Letter and Section 2.3 of the Schlumberger Disclosure Letter;
(b) The Cameron Retained IP and the Schlumberger Retained IP, including the Intellectual Property identified in Section 9.6 of the Cameron Disclosure Letter or Section 9.7 of the Schlumberger Disclosure Letter, as applicable;
(c) All assets being leased, subleased or licensed to the Venture Entities or one of its subsidiaries by Cameron, Schlumberger or their respective subsidiaries, that are set forth in Section 2.3(c) of the Cameron Disclosure Letter or Section 2.3(c) of the Schlumberger Disclosure Letter, as applicable, on the terms specified therein;
(d) All insurance policies and contracts (including those issued by captive insurance companies) maintained by Cameron, Schlumberger or their respective Affiliates and all rights, Claims and causes of action under such insurance policies and contracts;
(e) The corporate seal, corporate minute books and stock books or other records having to do with the corporate organization of Cameron, Schlumberger and their respective Affiliates, except for the Venture Entities; and
(f) Except as provided in Section 2.2(n), cash. Notwithstanding the foregoing, if pre-Closing cash is retained by a Venture Entity due to legal, regulatory or tax considerations or because it was not operationally feasible to sweep such cash prior to Closing, then the Venture Entities and the party that owned such pre-Closing cash shall cooperate in good faith to enter into arrangements to transfer or otherwise provide the net economic benefit (after any Taxes or costs of transferring such cash or providing such benefit) of such pre-Closing cash to such party. Any such cash shall not count towards the working capital of a party required to be contributed pursuant to Section 3.3.
Non-Transferred Assets. If any Assigned Licenses, Assigned Contracts Assigned Easements or other Purchased Assets are not by their respective terms assignable to the Purchaser at the Closing to the extent that any applicable Third Party Consents are not obtained prior to Closing (each, a “Non-Transferred Asset”), the Seller and the Purchaser will use their commercially reasonable best efforts (but in no event shall the Seller be required to pay any amounts in connection therewith) to take such actions as may be possible without violation or breach of any such Non-Transferred Asset to effectively grant, as of Closing, the Purchaser the rights and economic benefits of such Non-Transferred Asset, which may include that the Seller pass through third party payments to the Purchaser (or its designee) in order to grant such economic benefits to the Purchaser. If the Seller provides such rights and benefits, the Purchaser shall assume all Liabilities thereunder as of Closing, and shall indemnify, defend and hold harmless the Seller, and its Affiliates and their respective officers, directors, employees and agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of such Non-Transferred Asset.
Non-Transferred Assets. Subject to Clause 7 (Brazil), Clause 8 (Transferring Contracts), Clause 9 (Matters Governed Exclusively by Ancillary Agreements), Clause
Non-Transferred Assets. Notwithstanding any provisions of Section 2.1 and Section 2.2 to the contrary, the following assets of Schlumberger and its Affiliates (the "NON-TRANSFERRED SCHLUMBERGER ASSETS") and of Bakex Xxxhxx xxx its Affiliates (the "NON-TRANSFERRED BAKEX XXXHXX XXXETS") shall be retained by the respective parties and not be transferred to the Venture Entities:
(a) The assets of the Non-Transferred Schlumberger Businesses and of the Non-Transferred Bakex Xxxhxx Xxxinesses;
(b) The assets of Schlumberger, Bakex Xxxhxx xxx their respective Affiliates that are set forth on Exhibit 2.4.1 (Schlumberger, SOHL, SPLC, SLBV and STC) and Exhibit 2.
