Retained Business Assets Sample Clauses

Retained Business Assets. If, within twelve (12) months following the Closing, any right, property, asset or interest forming part of the Business, which would have needed to be directly or indirectly assigned, transferred or otherwise provided to a NGX/Shorcan Entity in order for the representation and warranty set forth in Section 4.20(b) to be true, is identified by Purchaser or Sellers, then the applicable Party shall notify the other in writing, and, upon the request of Purchaser, (i) to the extent such right, property, asset or interest exclusively forms part of the Business, Sellers shall assign and transfer, or shall cause their applicable Affiliate to assign and transfer, at no cost, all of such right, property, asset or interest as soon as practicable to Purchaser or an Affiliate of Purchaser as designated by Purchaser and (ii) to the extent such right, property, asset or interest does not exclusively form part of the Business, Sellers shall provide, or shall cause their applicable Affiliate to provide, at no cost, all of the rights, benefits and enjoyment of such right, property, asset or interest as soon as practicable to Purchaser or an Affiliate of Purchaser as designated by Purchaser; provided, however, that this Section 6.9 shall not apply to any service that is provided or that reasonably could have been provided as an Additional Service (as defined in the Transition Services Agreement) under the Transition Services Agreement.
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Retained Business Assets. All assets used or held for use in Seller’s Retained Business to the extent not specifically identified as a Purchased Asset under Section 1.01.
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Retained Business Assets. Purchaser and Seller acknowledge that certain Commitments included in the Retained Business Assets, together with any associated Retained Business Liabilities, may not, by their own terms or under applicable Law, be transferable or assignable without obtaining third-party consents or approvals (such Commitments and associated Retained Business Liabilities are collectively referred to herein as “Unassignable Retained Business Commitments”). Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign any Unassignable Retained Business Commitment if an attempted transfer or assignment thereof, without the consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to the Designated Seller Entities of any Unassignable Retained Business Commitment or any claim or right or any benefit arising thereunder or resulting therefrom which shall require the consent of any third party, shall be made subject to such consent being obtained. If any such consent is not obtained or if such transfer or assignment is not permitted irrespective of consent prior to the Closing, Purchaser shall, after the Closing, cause the Companies and Subsidiaries to cooperate with Seller in any reasonable arrangement designed to provide the Designated Seller Entities with the rights and benefits under any such Commitment, including enforcement for the benefit of the Designated Seller Entities of any and all rights of the Companies or the Subsidiaries against any other party arising out of any breach or cancellation of any such Commitment by such other party and, if requested by Seller, acting as an agent on behalf of the Designated Seller Entities or as Seller shall otherwise reasonably require; provided, however, that such cooperation shall not include any requirement on the part of Purchaser, the Companies, the Subsidiaries or any of their Affiliates to expend money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party. To the extent that Seller or the Designated Seller Entities are provided the rights and benefits under any such Commitment, Seller will, and will cause the Designated Seller Entities to, perform the obligations of the Companies and the Subsidiaries thereunder or in connection therewith, at no cost to Purchaser, the Companies or the Subsidiaries, but only to the extent such performance pertains to the be...
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Related to Retained Business Assets

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

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