Common use of Potentially Transferable Assets Clause in Contracts

Potentially Transferable Assets. Parent shall be entitled, but under no obligation, to separate into a new company or sell, transfer, assign or otherwise divest the Potentially Transferable Assets to a third party in one or a series of transactions prior to, concurrently with, or immediately following the Closing (each an “Asset Disposition” and collectively, the “Asset Dispositions”); provided, however, that Parent shall notify the Company at least five (5) Business Days prior to entering into any agreement with respect to any Asset Disposition and provide copies of all written agreements or documents with respect to such sale and provide the Company with an opportunity to provide comments to such documents, provided, however, that the inclusion or exclusion of such Company comments will be at the sole discretion of Parent after having considered such comments in good faith and engaging in good faith discussions with the Company regarding the same; and provided further, however, that any such Asset Disposition that would create any material post-disposition Liabilities for Parent following the Closing shall require, to the extent consistent with applicable Laws, the written consent of the Company, not to be unreasonably withheld, delayed or conditioned. Each Party acknowledges that Parent may not be successful in completing, or may determine not to proceed, with any Asset Dispositions. For clarity, if the Asset Dispositions are not completed prior to, concurrently with, or immediately following the Closing, the Potentially Transferable Assets shall be retained by Parent and the value of such Potentially Transferable Assets shall have no impact on the calculation of the Exchange Ratio.

Potentially Transferable Assets. Parent shall be entitled, but under no obligation, to separate into a new company or sell, transfer, license, assign or otherwise divest the Potentially Transferable Assets to in a third party in one or a series transaction the terms of transactions prior which are negotiated and consummated on an arm’s length basis, including, but not limited to, concurrently with, or immediately following the Closing transactions contemplated by the term-sheets set forth on Section 4.7 of the Parent Disclosure Schedule (each an “Asset Disposition” and collectively, the “Asset Dispositions”); provided, however, that any such Asset Disposition, including those described on Section 4.7 of the Parent Disclosure Schedule, shall require the written consent of the Company if such Asset Disposition would create any material post-disposition Liabilities for Parent following the Closing; provided, further, however, that Parent shall notify the Company at least five (5) Business Days prior to entering into any agreement with respect to any Asset Disposition and Disposition, provide copies of all written agreements or documents with respect to such sale and provide the Company with an opportunity to provide comments to such documents, provided, however, that the inclusion or exclusion of such Company which comments will shall be at the sole discretion of considered by Parent after having considered such comments in good faith and engaging in good faith discussions with the Company regarding the same; and provided further, however, that any such Asset Disposition that would create any material post-disposition Liabilities for Parent following the Closing shall require, to the extent consistent with applicable Laws, the written consent of the Company, not to be unreasonably withheld, delayed or conditionedfaith. Each Party acknowledges that Parent may not be successful in completing, or may determine not to proceed, with any Asset Dispositions. For clarity, if the Asset Dispositions are not completed prior to, concurrently with, or immediately following to the ClosingEffective Time, the Potentially Transferable Assets shall be retained by Parent and the value of such Potentially Transferable Assets shall have no impact on the calculation of the Exchange Ratio.

Potentially Transferable Assets. Parent shall be entitled, but under no obligation, use commercially reasonable efforts to separate into a new company or sell, transfer, license, assign or otherwise divest the Potentially Transferable Assets to a one or more third party parties in one or a series of transactions prior to, concurrently with, or immediately following the Closing (each an “Asset Disposition” and collectively, the “Asset Dispositions”); provided, however, that Parent shall notify the Company at least five (5) Business Days prior to entering into any agreement with respect to any Asset Disposition and provide copies of all written agreements or documents with respect to such sale and provide the Company with an opportunity to provide comments to such documents, provided, however, that the inclusion or exclusion of such Company comments will be at the sole discretion of Parent after having considered such comments in good faith and engaging in good faith discussions with the Company regarding the same; and provided further, however, that any such Asset Disposition that would create any material post-disposition Liabilities for Parent following the Closing shall require, to the extent consistent with applicable Laws, the prior written consent of the Company (which consent shall be in the sole discretion of the Company) if such Asset Disposition would create any post-disposition Liabilities or indemnity obligations for Parent following the Closing; provided, not to be unreasonably withheldhowever, delayed or conditioned. Each Party acknowledges that Parent may the prior written consent of the Company shall not be successful required in completing, or may determine not to proceed, connection with any Asset DispositionsDisposition if Parent agrees that the maximum aggregate dollar value of any post-disposition Liabilities or indemnity obligation shall be considered as a reduction to Parent Net Cash as set forth in this Agreement. For clarityNotwithstanding anything herein to the contrary, if the in no event shall Parent enter into any Asset Dispositions are not completed prior Disposition that would result in excess of $100,000 of indemnity obligations or post-disposition Liabilities to, concurrently withor obligations of, or immediately Parent following the Closing; provided, however, that the Potentially Transferable Assets Parties acknowledge and agree that the CSL Asset Purchase Agreement shall be retained not require consent by Parent and the value of such Potentially Transferable Assets shall have no impact Company (to the extent not amended by the parties thereto after the date hereof other than as set forth on the calculation Section 4.7 of the Exchange RatioParent Disclosure Schedules).