Retention of Assets. From and after the date of this Agreement, LM shall ensure that no assets of any Business are distributed or otherwise transferred (by dividend, intercompany or intracompany loan or otherwise, other than by intercompany or intracompany loan that is consistent with past cash management practices) to LM or any Affiliate of LM (other than in the ordinary course consistent with past practices for payments to or allocated to LM or any Affiliate of LM relating to (i) materials or services used in the Businesses, (ii) costs advanced to or on behalf of the Businesses or (iii) allocations of corporate overhead costs). For purposes of the foregoing, LM shall treat each Business as if it were a separate, incorporated Subsidiary of LM. To the extent that, from and after the day after the Balance Sheet Date but prior to the Closing Date, more than a de minimis amount of assets (including, without limitation, cash) of any Business has been so distributed or otherwise transferred (by dividend or otherwise) to LM or any Affiliate of LM, LM shall, and shall cause any such Affiliate of LM to, prior to the Contribution Closing, to cause such assets (or an equivalent amount in cash) to be contributed or otherwise transferred to such Business. Any intercompany or intracompany loans made from and after the date of this Agreement to or from any of the Businesses consistent with past cash management practices shall be repaid at or prior to the Closing.
Retention of Assets. Notwithstanding anything to the contrary contained in this Agreement, Sellers and their respective Affiliates may retain and use, at their own expense, archival copies (but not the originals thereof) of all of the Contracts, books, records and other documents or materials of the Company, in each case, which (a) are in existence on or prior to the Closing, and (b) either (x) are used in connection with Sellers or any of their respective Affiliates’ businesses other than the Business or (y) if Seller Parent, in good faith, determines that it or any of its Affiliates is reasonably likely to need access to, in connection with the preparation or filing of any Tax Returns or compliance with any other Tax reporting obligations or other obligation under applicable Law, or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) or prosecution of any Proceeding or investigation (including any Tax audit or examination) against or by Seller Parent or any of Seller Parent’s Affiliates; provided, that Sellers shall, and shall cause their Affiliates to, hold such documents or materials relating to the Business, and all confidential or proprietary information contained therein, confidential pursuant to Section 8.16.
Retention of Assets. Power to accept or acquire and retain any assets subject or to be subject to this Trust (including any un- invested money) in their actual state and condition for any period even although the whole or a substantial part of the assets so subject may be producing no or little income or may consist of shares or securities of a single company.
Retention of Assets. Notwithstanding anything to the contrary contained in this Agreement and without limiting Section 2.8, the Seller may retain, at its expense, one archival copy of all Assumed Contracts, Evamist Books and Records and other documents or materials conveyed hereunder, in each case, which the Seller in good faith determines it is reasonably likely to need access to in connection with performing its rights and obligations under this Agreement. Without limiting Section 2.8, access to such information shall be restricted to the Seller’s legal counsel and such employees of the Seller who have a “need to know” such information in connection therewith. Upon the final performance of its rights and obligations hereunder, Seller shall (i) if such materials relate solely to the Evamist Business, destroy or deliver to the Acquiror such materials, and (ii) if such materials relate to both the Evamist Business and any other business of Seller, redact, to the extent practicable, any portion of such materials that contain information relating solely to the Evamist Business, provided, however, if the Clinical Results Option is exercised, the Data Package will be excluded in the case of (i) and (ii) above.
Retention of Assets. 11 Section 4.04. Change of Lockbox Accounts.............................12 Section 4.05. Maintenance and Enforcement of Insurance Policies............................................12 Section 4.06. Transitional Services Agreement........................14 Section 4.07. Thrust Reverser Business...............................14 Section 4.08. Agreement with Sun.....................................16 Section 4.09. Loan...................................................16 Section 4.10. Protection of Businesses; Non-Solicitation.............16 Section 4.11.
Retention of Assets. Notwithstanding anything to the contrary contained in this Agreement, Sellers and their respective Affiliates may retain and use, at their own expense, archival copies of all of the Contracts, books, records and other documents or materials of the Companies (except to the extent prohibited by Section 8.15), in each case, which (a) are in existence on or prior to the Closing, (b) are used in connection with Sellers or any of their respective Affiliates’ businesses other than the Companies (except to the extent prohibited by the FTC Documents), or (c) if Parent, in good faith, determines that it or any of its Affiliates is reasonably likely to need access to, in connection with the preparation or filing of any Tax Returns or compliance with any other Tax reporting obligations or other obligation under applicable Law, or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) or prosecution of any suit, claim, action, proceeding or investigation (including any Tax audit or examination) against or by Parent or any of Parent’s Affiliates that relates to any periods on or prior to the Closing Date. Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements necessary to conduct the Business from and after the Closing Date, including replacement software license agreements for the software that will replace the Excluded Software. Subject to the terms hereof, Buyer shall also be responsible for obtaining new licenses and permits for the operation of the Business from and after the Closing to the extent such licenses and permits of the Companies are not transferable with the transfer of the Equity Interests.
Retention of Assets. Notwithstanding anything to the contrary contained in this Agreement, Sellers and their Affiliates may retain and use, at their own expense, archival copies of all of the Assumed Contracts, books, records and other documents or materials conveyed hereunder, in each case, which (a) are used in connection with Sellers’ or any of their Affiliates’ businesses other than the Business or (b) if Sellers, in good faith, determine that Sellers are reasonably likely to need access to, in connection with the preparation or filing of any Tax Returns or compliance with any other Tax reporting obligations or the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any suit, claim, action, proceeding or investigation (including any Tax audit or examination) against or by Sellers, the Company or any of its Affiliates pending or threatened as of the Closing Date; provided, that Sellers shall, and shall cause their Affiliates to, hold such documents or materials relating to the Business, and all confidential or proprietary information contained therein, confidential pursuant to Section 9.5(b).
Retention of Assets. Seller agrees that in the event Seller sells or otherwise divests substantially all of its assets prior to the expiration of the survival of warranties provision of Section 7(a) hereof, Seller will deposit in escrow Fifty Thousand Dollars ($50,000) for the purpose of satisfying any claims by Buyers for indemnification made pursuant to this Agreement. This sum shall remain in escrow until the expiration of the survival of warranties provision of Section 7(a) hereof.
Retention of Assets. Notwithstanding anything to the contrary contained in this Agreement, the Elan Companies may retain, at their expense, archival copies of all Assumed Contracts, Skelaxin Books and Records, Purchased Sonata Books and Records, Skelaxin Marketing Materials, Sonata Marketing Materials and other documents or materials conveyed hereunder; provided, however, that the Elan Companies shall maintain such items in accordance with the provisions of Section 8.05.
Retention of Assets. If Qualified NIBs associated with $400,000,000 of face amount of life insurance are not delivered and accepted by SSI, SSI shall not be required to return any excess assets to DMF under Section 3.5 of the DMF Agreement, but may release certain excess assets to DMF in its sole and absolute discretion.
