Post-Closing Asset Transfers Sample Clauses

Post-Closing Asset Transfers. In the event that at any time or from time to time after the Closing Date, Seller or any of its respective Affiliates receives or otherwise possess any Purchased Asset or other property or asset (including cash or cash equivalents) that should belong to Buyer pursuant to this Agreement, Seller shall promptly transfer, or cause to be transferred, such asset to Buyer, for no additional consideration, and to the extent such asset is cash or cash equivalents, Seller shall provide a general explanation or description of such transfer. Prior to any such transfer, Seller shall hold such property or asset in trust for the benefit of Buyer. In the event that at any time or from time to time after the Closing Date, Buyer or its Affiliates, including the Purchased Subsidiaries, receives or otherwise possess any Excluded Asset, Non-Business Asset or other property or asset (including cash or cash equivalents) that should belong to Seller or any of the Retained Subsidiaries pursuant to this Agreement, Buyer shall promptly transfer, or cause to be transferred, such property or asset to Seller or the appropriate Retained Subsidiary, for no additional consideration, and to the extent such asset is cash or cash equivalents, Buyer shall provide a general explanation or description of such transfer. Prior to any such transfer, Buyer shall hold such property or asset in trust for the benefit of Seller.
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Post-Closing Asset Transfers. In the event that at any time or from time to time after the Closing Date, Buyer or any of its Affiliates, including the Purchased Subsidiary, possesses any Excluded Asset or asset that does not primarily relate to the Business, Buyer shall promptly notify Sellers and shall transfer, or cause to be transferred, such Excluded Asset or asset to Sellers for no consideration. Prior to any such transfer, Buyer shall hold such asset in trust for the benefit of Sellers. In the event that at any time or from time to time after the Closing Date, Sellers or any of its Affiliates possess any asset which Sellers or their respective Affiliates owned on the Closing Date that was primarily used in connection with the Business which were not transferred to or otherwise held by Buyer pursuant to the terms of this Agreement, but would have otherwise been transferred as part of this Agreement but for that fact that such asset was not identified, discovered or located until after the Closing Date or inadvertently was not assigned, Sellers shall promptly notify Buyer and shall, or shall transfer, assign, or cause to be transferred or assigned, such property or asset to Buyer, for no additional consideration. Prior to any such transfer, Sellers shall hold such property or asset in trust for the benefit of Buyer.
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Post-Closing Asset Transfers. In the event that at any time or from time to time after the Closing Date, Seller or any of its Retained Subsidiaries receives or otherwise possesses any Purchased Asset or other property or asset that should belong to Buyer pursuant to this Agreement, Seller shall promptly transfer, or cause to be transferred, such asset to Buyer, for no additional consideration. Prior to any such transfer, Seller shall hold such property or asset in trust for the benefit of Buyer. In the event that at any time or from time to time after the Closing Date, Buyer or its Affiliates, including the Purchased Companies, receives or otherwise possess any Excluded Asset or other property or asset that should belong to Seller or any of the Retained Subsidiaries pursuant to this Agreement, Buyer shall promptly transfer, or cause to be transferred, such property or asset to Seller or the appropriate Retained Subsidiary, for no additional consideration.
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Post-Closing Asset Transfers. If after the Closing, either Buyer or Parent in good faith identifies any Asset (other than any Administrative Asset) of Parent or its Affiliates which is primarily used or held for use primarily in the operation of the Business as the Business is conducted as of the date of the Agreement that is not owned by a Transferred Company at the Closing, then either Buyer or Parent, as applicable, will provide written notice to the other Party identifying such Asset, then Parent will, or will cause its Affiliates to, as promptly as practicable and at no further cost to Buyer, transfer, convey, assign, deliver, or cause to be transferred, conveyed, assigned, or delivered to Buyer, all of the right, title and interest of Parent and its Affiliates in and to such Asset.
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Post-Closing Asset Transfers. To the extent that GNL or any of the Target Companies discover following the Closing that any Business Asset that was intended to be transferred pursuant to this Agreement was not transferred at Closing, Advisor Parent shall or shall cause its Affiliates to promptly assign and transfer to the applicable Target Company all right, title and interest in such asset. To the extent that Advisor Pxxxxx discovers following the Closing that any asset that was included in the Business Assets but was not intended to be transferred pursuant to this Agreement was transferred at Closing, the applicable Target Company shall or shall cause its Affiliates to promptly to assign and transfer to the applicable Advisor Party all right, title and interest in such asset.
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Post-Closing Asset Transfers. In the event that, at any time or from time to time after the Closing Date, Seller or any of the Retained Companies receives or otherwise possesses (or Seller or Buyer in good faith identifies) any Acquired Asset or other asset, right or property (including Cash and Cash Equivalents and the receipt of payments made pursuant to Contracts and proceeds from accounts receivable) that exclusively relates to the Business or should belong to Buyer pursuant to this Agreement and that is not owned by Buyer or any of its Affiliates (including the Group Companies) (each such asset, right or property, a “Misallocated Asset”), Seller shall promptly transfer, or cause to be transferred, such asset to Buyer or one or more of its Affiliates (including the Group Companies) designated by Buyer, for no additional consideration from Buyer or its Affiliates (including the Group Companies). To the extent such asset is Cash and Cash Equivalents, Seller shall provide a general description or explanation of such transfer. Prior to any such transfer, Seller shall hold such asset in trust for the benefit of Buyer and shall promptly forward to Buyer any monies or other benefits received pursuant to such Acquired Asset or such other asset, right or property. In the event that at any time or from time to time after the Closing Date, Buyer or any of its Affiliates, including the Group Companies, receives or otherwise possesses (or Seller or Buyer in good faith identifies) any Excluded Asset or other asset, right or property (including Cash and Cash Equivalents and the receipt of payments made pursuant to Contracts and proceeds from accounts receivable) that exclusively relates to the Retained Businesses or should belong to Seller or any of the Retained Companies pursuant to this Agreement, Buyer shall, at its sole costs and expense, promptly transfer, or cause to be transferred, such asset, right or property to Seller or the appropriate Retained Company designated by Seller, for no additional consideration from Seller or its Affiliates. To the extent such asset is Cash and Cash Equivalents, Buyer shall provide a general description or explanation of such transfer. Prior to any such transfer, Buyer shall hold such asset in trust for the benefit of Seller and shall promptly forward to Seller any monies or other benefits received pursuant to such Excluded Asset or such other asset, right or property.
Sample 1
Post-Closing Asset Transfers. In the event that at any time or from time to time within six (6) months following the Closing Date, the Retained Companies receive or otherwise possess any property or asset of the Business (including Cash and Cash Equivalents) or that should belong to Buyer pursuant to this Agreement, Seller shall promptly transfer, or cause to be transferred, such asset to Buyer, for no additional consideration, and to the extent such asset is Cash and Cash Equivalents, Seller shall provide a general explanation or description of such transfer. Prior to any such transfer, Seller shall hold such asset in trust for the benefit of Buyer. In the event that at any time or from time to time within six (6) months following the Closing Date, Buyer or any of its Affiliates, including the Group Companies, receives or otherwise possesses any property or asset (including Cash and Cash Equivalents) of the Retained Businesses or that should belong to any of the Retained Companies pursuant to this Agreement, Buyer shall promptly transfer, or cause to be transferred, such asset to the appropriate Retained 51
Sample 1
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Post-Closing Asset Transfers. At any time following the Closing, upon Buyer’s written request, Dover shall promptly transfer and deliver (or cause to be transferred and delivered) to Buyer or the applicable Designated Purchaser without the payment of any further consideration therefor, any assets, rights or properties that properly constitute assets, rights or properties of any Acquired Business that were intended to be transferred pursuant to the terms hereof, but were not transferred to Buyer or the applicable Designated Purchaser at Closing, including, for the avoidance of doubt, any asset, right or property of Dover or any of its Affiliates used exclusively or primarily in connection with any Acquired Business, other than Excluded Assets. At any time following the Closing, upon Dover’s written request, Buyer shall promptly transfer and deliver (or cause to be transferred and delivered) to Dover (or any of its Affiliates, as directed by Dover) without the payment of any consideration therefor, any assets, rights or properties that did not properly constitute assets, rights or properties of any Acquired Business at Closing and which were inadvertently transferred to Buyer or a Designated Purchaser at Closing, including, for the avoidance of doubt, any asset, right or property of Dover or any of its Affiliates included in the Excluded Assets.
Sample 1

Related to Post-Closing Asset Transfers

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

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