Overlapping Assets. The Sellers shall use commercially reasonable efforts to make Sellers' Overlapping Assets available for the use of the Buyer Parties with respect to the Business, as currently used therein, at no charge to the Buyer Parties, for a period of ninety (90) days following the Closing, and the Buyer shall use commercially reasonable efforts to make Buyer's Overlapping Assets available for the use of the Sellers (and the parties to whom the Sellers sell the Sellers' Retained Business), as currently used therein, at no charge to the Sellers, for a period of ninety (90) days following the Closing. Nothing in this Section 7.14 shall be construed as restricting the Sellers' or the Buyer Parties' right to encumber or transfer Sellers' Overlapping Assets or Buyer's Overlapping Assets, as the case may be. Without limiting the foregoing, the Sellers agree to cause the information technology data constituting Buyer's Overlapping Assets to be transferred to the Buyer Parties as soon as reasonably practicable after the Closing, and immediately after such transfer to cause all such data to be deleted from the information technology systems constituting Sellers' Overlapping Assets. The Sellers agree to cause provisions substantially similar to this Section 7.14 to be placed in any other agreements for the sale of any of the Sellers' Overlapping Assets entered into by the Seller Parties or any Affiliates thereof in contemplation of the Chapter 11 Cases.
Overlapping Assets. Schedule 5.21 sets forth a list of (a) the Purchased Assets ("Buyer's Overlapping Assets") which are used in the operation of the Sellers' businesses other than the Business (the "Sellers' Retained Business") and the nature of the usage by the Sellers' Retained Business of Buyer's Overlapping Assets and (b) the assets not included in the Purchased Assets ("Sellers' Overlapping Assets") which are used in the operation of the Business and the nature of the usage by the Business of Sellers' Overlapping Assets.
Overlapping Assets. Following the later of the Closing and the consummation of the Everyday Health Transaction, Purchaser shall work with Everyday Health in good faith to determine whether any Transferred Assets include assets that prior to the Closing and the consummation of the Everyday Health Transaction were used in the “Business” as defined in the Everyday Health Transaction Agreement (the “Other Business” and any such assets, “Overlapping Assets”). To the extent that it is determined in good faith that there are any Overlapping Assets included in the Transferred Assets, Purchaser shall use its commercially reasonable efforts to (i) subject to clause (ii), transfer the portion of the Overlapping Assets used in the Other Business to Everyday Health and (ii) to the extent that (A) any portion of the Overlapping Assets used in the Other Business are not separable from Overlapping Assets used in the Business, or (B) the transfer of any portion of the Overlapping Assets is not feasible, take such other reasonable and permissible actions to cause Everyday Health to receive the benefit of such portion of the Overlapping Assets, whether by grant of a license or otherwise, in either case, without the requirement of Everyday Health to pay any additional consideration for such portion of the Overlapping Assets.
Overlapping Assets. Schedule 5.21 sets forth a list of (a) the Purchased Assets ("Buyer's Overlapping Assets") which are used in the operation of the Sellers' businesses other than the Business (the "Sellers' Retained Business") and the nature of the usage by the Sellers' Retained Business of Buyer's Overlapping Assets and (b) the assets not included in the Purchased Assets ("Sellers' Overlapping Assets") which are used in the operation of the Business and the nature of the usage by the Business of Sellers' Overlapping Assets. Section 5.22 Absence of Change or Event. Except as disclosed in Schedule 5.22, since September 30, 2002, each Seller has conducted the Business only in the ordinary course and has not with respect to the Business: (a) mortgaged, hypothecated, pledged or subjected to lien, restriction or any other Encumbrance (other than Permitted Encumbrances) any of the property, businesses or assets, tangible or intangible, of the Business; (b) sold, transferred, leased to others or otherwise disposed of any of its assets (or committed to do any of the foregoing), including the payment of any loans owed to any Affiliate, except for 31 <PAGE> Inventory sold to customers or returned to vendors and payments to any non-Affiliates on account of accounts payable disclosed on the Financial Statements or in the Disclosure Schedule, in each case in the ordinary course of business and consistent with prior practice, or canceled, waived, released or otherwise compromised any debt or claim, or any right of significant financial value, except in the ordinary course of business and consistent with prior practice; (c) when considered as a whole, made or committed to make any capital expenditures or capital additions or betterments in excess of an aggregate of $500,000; (d) instituted any litigation, action or proceeding before any court, Governmental Authority or arbitration tribunal relating to it or its property, except for litigation, actions or proceedings instituted in the ordinary course of business and consistent with prior practice; (e) increased the compensation of any officer, employee, independent contractor or agent of the Business, directly or indirectly, including, without limitation, by means of any employment agreement, bonus, pension or retirement plan, profit sharing, deferred compensation, savings, insurance, retirement or any other employee benefit plan, except in the ordinary course of business consistent with prior practice, or entered into any employment, cons...
Overlapping Assets. The Sellers shall use commercially reasonable efforts to make Sellers' Overlapping Assets available for the use of the Buyer with respect to the Business, as currently used therein, at no charge to the Buyer, for a period of ninety (90) days following the Closing, and the Buyer shall use commercially reasonable efforts to make Buyer's Overlapping Assets available for the use of the Sellers (and the parties to whom the Sellers sell the Sellers' Retained Business), as currently used therein, at no charge to the Sellers, for a period of ninety (90) days following the Closing. Nothing in this Section 7.14 shall be construed as restricting the Sellers' or the Buyer's right to encumber or transfer Sellers' Overlapping Assets or Buyer's Overlapping Assets, as the case may be. Without limiting the foregoing, the Sellers agree to cause the information technology data constituting Buyer's Overlapping Assets to be transferred to the Buyer as soon as reasonably practicable after the Closing, and immediately after such transfer to cause all such data to be deleted from the information technology systems constituting Sellers' Overlapping Assets.
Overlapping Assets. Schedule 5.26 of the Disclosure Schedule sets forth a list (a) of the Purchased Assets ("Buyers' Overlapping Assets") that are used in the operation of the Sellers' businesses other than the Business (the "Sellers' Retained Business") and the nature of the usage by the Seller's Retained Business of Buyers' Overlapping Assets and (b) of the assets not included in the Purchased Assets ("Sellers' Overlapping Assets") which are used in the operation of the Business and the nature of the usage by the Business of Sellers' Overlapping Assets.
Overlapping Assets. The Sellers shall use commercially reasonable efforts to make Sellers' Overlapping Assets available for the use of the Buyers with respect to the Business, as currently used therein, at no charge to the Buyers, for a period of ninety (90) days following the Closing, and the Buyers shall use commercially reasonable efforts to make Buyers' Overlapping Assets available for the use of the Sellers with respect to Sellers' Retained Business, as currently used therein, at no charge to the Sellers, for a period of ninety (90) days following the Closing. Nothing in this Section 7.14 shall be construed as restricting the Sellers' or the Buyers' right to encumber or transfer Sellers' Overlapping Assets or Buyers' Overlapping Assets, as the case may be.
