Omitted Assets Sample Clauses
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Omitted Assets. During the twelve (12)-month period following the Closing, if the Buyer identifies any asset (whether tangible or intangible) owned by, or leased to, the Seller as of the Closing and as of the date of such notification, which does not fall under the definition of “Transferred Assets” but is otherwise necessary for the Buyer to conduct the Business in the manner conducted as of the date hereof and as of the Closing in all material respects that was not transferred to the Buyer and is not otherwise addressed or provided for under any Ancillary Agreement or specifically listed as an Excluded Asset under Section 2.1(c) or set forth on Section 3.18 of the Disclosure Schedule (such asset, an “Omitted Asset”) and the Buyer provides reasonably prompt written notice thereof to the Seller prior to the date that is twelve (12) months following the Closing, the Buyer and the Seller shall make provision for the Buyer to receive access to such Omitted Asset for use in the Business at no cost payable to Seller in substantially the same manner in which such Omitted Asset is used in the Business as of the date hereof or as of the Closing, as applicable; provided, that such asset shall be provide in a manner that is mutually acceptable to each of the Buyer and the Seller, including pursuant to applicable Ancillary Agreements, with the intent being that the Buyer shall bear the burdens and Liabilities and receive the rights and benefits associated with its use of such Omitted Asset.
Omitted Assets. Subject to the below clause 2.5, the Vendor agrees that should it be discovered after Completion that other assets historically used predominantly in connection with the Business are located, in the name of the Vendor or in the name of a Related Company of a Vendor or an associate of a Vendor (Additional Assets) then the Vendor shall procure the Additional Assets and arrange transference immediately to the ownership and control of the Company (or its nominee) and the Additional Assets shall be transferred free of any encumbrance whatsoever (the consideration for such Additional Assets being deemed to be included in the Purchase Price previously paid for the Shares).
Omitted Assets. With respect to assets of Intel with an -------------- individual value of Five Thousand Dollars ($5,000) or more, that are not included in Exhibit A, and are being used as of the date of this Agreement or are used between the date of this Agreement and the Effective Time by the Enhanced Video Services, the Enhanced Content Services or the Internet Security Services departments of Intel (except for third party computer software programs that, because of license restrictions imposed on Intel by the licensor, may not be transferred to Newco), if the parties reasonably conclude that such assets should have been included in Exhibit A (collectively, the "Omitted Assets"), --------- -------------- then Intel and Newco will execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the contribution of such Omitted Assets to Newco. The foregoing obligation shall terminate one hundred eighty (180) days after the Effective Time. Any such contribution of Omitted Assets by Intel shall be for no additional consideration payable to Intel. Intel shall contribute any Omitted Asset that was used (i) exclusively by the Enhanced Video Services, the Enhanced Content Services or the Internet Security Services department by assignment to Newco, subject to a license back to Intel, and (ii) on a shared basis by such departments and other departments of Intel by license to Newco, in each case on terms comparable to the manner of contribution utilized with respect to Contributed Assets that were used exclusively or on a shared basis, as the case may be, by such departments prior to the Effective Time. Upon any such contribution of an Omitted Asset, such Omitted Asset shall be deemed for all purposes hereof to constitute a "Contributed Asset." Notwithstanding the foregoing, Intel shall not have any obligation to expend any funds or to incur any other obligation in connection with the contribution, if any, of Omitted Assets other than normal out-of-pocket expenses (such as fees and expenses of counsel and accountants) reasonably necessary to consummate such contribution. Intel shall use commercially reasonable efforts to obtain consents of third parties required for the transfer of any Omitted Assets, provided that Intel shall not be obligated to make any payment or assume any obligation in order to obtain any consent.
Omitted Assets. Seller and Parent each agree that, should it be discovered after Closing that the Acquired Assets or other assets historically used principally in connection with the Business (other than the Excluded Assets) are in the name of Seller or Parent or any other person (“Additional Assets”), Seller and Parent shall immediately transfer, or cause the transfer of, the ownership and control of such Additional Assets to Buyer (or its nominee) and such Additional Assets shall be transferred free of any Encumbrance whatsoever (the consideration for such Additional Assets being deemed to be included in the Final Closing Consideration payable under Section 1.2 for the Acquired Assets).
Omitted Assets. In the event that either Seller or Purchaser becomes aware that record or beneficial ownership or possession of any asset that is an Acquired Asset (including that is identified as a result of the breach of the warranty of Section 3.6) has not been sold, assigned, licensed transferred, conveyed or delivered by the Seller to Purchaser at the Closing, such Party shall promptly notify the other Party thereof in writing and the Parties shall thereafter use their reasonable best efforts, and cooperate with each other, to, as soon as reasonably practicable, sell, assign, transfer, convey or deliver (or cause to be sold, assigned, transferred, conveyed or delivered) the relevant asset to Purchaser or its designated Affiliate.
Omitted Assets. The Vendor agree that should it be discovered after Completion that other assets historically used predominantly in connection with the Business are located, in the name of the Vendor or in the name of a Related Company of a Vendor or an associate of a Vendor (Additional Assets) then the Vendor shall, and shall procure, the Additional Assets are transferred immediately to the ownership and control of the Company (or its nominee) and the Additional Assets shall be transferred free of any encumbrance whatsoever (the consideration for such Additional Assets being deemed to be included in the Purchase Price previously paid for the Shares).
Omitted Assets. If, after the Closing, B▇▇▇▇ becomes aware that any items(s) were not included in the Acquired Assets delivered at Closing[…***…] (collectively, “Omitted Assets”) then Seller shall use commercially reasonable efforts to […***…] and, if Seller is unable to […***…], then at a minimum Seller shall provide to Buyer a […***…] such Omitted Assets.
Omitted Assets. Section 1.1.......................11
Omitted Assets. Seller agrees to transfer (or cause to be transferred) to Purchaser, promptly upon demand therefor, at no cost to Purchaser, any asset or right (tangible or intangible and including without limitation any Contract) owned by Seller at any time between the date hereof and the Closing Date which does not appear on a Schedule hereto, if such asset or right is an Acquired Asset and Purchaser has demanded that such asset or right be transferred to it.
Omitted Assets. If, after the Closing, the Purchaser reasonably determines that an asset owned or controlled by the Seller relating exclusively relating to the Compounds and material to the Exploitation of the Products (an “Omitted Asset”) was not transferred to the Purchaser at Closing as part of the Purchased Assets and notifies the Seller in writing of the existence of such Omitted Asset and the Purchaser’s belief that such Omitted Asset constitutes an Purchased Asset, the Seller shall cooperate in good faith with the Purchaser to determine whether such Omitted Asset should have been transferred to the Purchaser as an Purchased Asset, and if the Seller agrees that such Omitted Asset should have been transferred to the Purchaser at the Closing, the Seller shall either (a) transfer and assign the Omitted Asset to the Purchaser or (b) otherwise make the benefits of such Omitted Asset available to the Purchaser. Any consideration payable by the Purchaser for any such Omitted Assets shall be deemed to have already been included in the consideration for the Purchased Assets. Notwithstanding the foregoing, the Purchaser shall be responsible for payment of any fees or costs associated with the transfer of any Omitted Assets; provided however that each Party will bear their own legal costs in connection with such transfer.