Other Assets and Agreements. Upon the discovery by the Seller or any of its Affiliates of any item included within the definition of Acquired Assets but not transferred, conveyed or assigned to the Purchaser or any Designee, such Seller will, and will cause its Affiliates to, (a) deliver written notice to the Purchaser of the existence and non- transfer, non-conveyance or non-assumption of such item and provide the Purchaser with all the information in Seller's possession about, and with access to, such item as the Purchaser may reasonably request, and (b) if requested by the Purchaser, shall use commercially reasonable efforts to transfer, convey or assign to the Purchaser or its Designee (as specified by the Purchaser) such item in the manner and on the terms and conditions that would have been applicable as if it had originally been identified as an Acquired Asset under this Agreement, subject to Applicable Laws and the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 5.13 will survive the Closing.
Other Assets and Agreements. Following the Closing, upon the discovery by any Seller or any of its Affiliates or by Buyer of any asset or property used primarily in connection with the Business or the Assets that is not an Excluded Asset and that was not transferred, conveyed or assigned to Buyer hereunder but used or held for use by any of the Sellers or any of their respective Affiliates, the Sellers, jointly and severally, shall, and shall cause their respective Affiliates to, (a) deliver written notice to Buyer of the existence and non-transfer, non-conveyance or non-assumption of such item and provide Buyer with all the information about and with access to such item as Buyer may reasonably request, and (b) if requested by Buyer, shall use commercially reasonable efforts to transfer, convey or assign to the Buyer or its Affiliates (as specified by Buyer) such item in the manner and on the terms and conditions as if it were an Asset under this Agreement, subject to applicable Law and the terms of this Agreement. The provisions of this Section 6.10 shall survive the Closing.
Other Assets and Agreements. Upon the discovery by Sellers or any of their Affiliates of any item included within the definition of Acquired Assets but not transferred, conveyed or assigned to Purchaser, Sellers will, and will cause their Affiliates to, (i) deliver written notice to Purchaser of the existence and non-transfer, non-conveyance or non-assumption of such item and provide Purchaser with all the information in Sellers' possession about and with access to such item as Purchaser may reasonably request, and (ii) if requested by Purchaser, shall use commercially reasonable efforts to transfer, convey or assign to Purchaser such item in the manner and on the terms and conditions as if it were an Acquired Asset under this Agreement, subject to Applicable Laws and the terms of this Agreement. The provisions of this SECTION 5.10 shall survive the Closing.
Other Assets and Agreements. Upon the discovery by any Seller or any of its Affiliates of any item included within the definition of Purchased Assets but not transferred, conveyed or assigned to the Buyer or any Designee, such Seller shall, and shall cause its Affiliates to, (a) deliver written notice to Parent of the existence and non-transfer, non-conveyance or non-assumption of such item and provide Parent with all the information about and with access to such item as Parent may reasonably request, and (b) if requested by Parent, shall use commercially reasonable efforts to transfer, convey or assign to the Buyer or its Designee (as specified by Parent) such item in the manner and on the terms and conditions as if it were a Purchased Asset under this Agreement, subject to applicable Law and the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 6.5 shall survive the Closing.
Other Assets and Agreements. Upon the discovery by any Seller or any of its Affiliates of any item included within the definition of Purchased Assets but not transferred, conveyed or assigned to the Purchaser or any Designee, such Seller shall, and shall cause its Affiliates to, deliver written notice to the Purchaser of the existence and non-transfer, non-conveyance or non-assumption of such item and provide the Purchaser with all the information about and with access to such item as the Purchaser may reasonably request, and, if requested by the Purchaser, transfer, convey or assign to the Purchaser or its Designee (as specified by the Purchaser) such item, subject to applicable Law and the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 8.3 shall survive the Closing.
Other Assets and Agreements. If, after the date hereof, Sellers or any Designated Entity should enter into any Contract, agreement or other arrangement, customer or vendor Contracts entered into in the ordinary course of business, that would have constituted an Acquired Asset if entered into prior to the date of this Agreement, Sellers shall (i) as soon as practicable deliver written notice to Purchaser of the occurrence of such event and provide Purchaser with all the information about and with access to such items as Purchaser may reasonably request and (ii) if notified in writing by Purchaser prior to Closing, transfer, convey or assign to Purchaser such item in the manner and on the terms and conditions as if it were an Acquired Asset, Designated Contract or Non Filing Seller Designated Contract under this Agreement. 38 7.13
