Return of Excluded Assets. Immediately following Closing, the Buyer shall return to the Seller, at the Seller’s expense, all Excluded Assets.
Return of Excluded Assets. In the event, through inadvertence, mistake or otherwise, any Excluded Assets are transferred to Purchaser, Purchaser agrees to promptly transfer and deliver the same to Seller.
Return of Excluded Assets. Promptly following the Closing, and in any event within fifteen (15) days after the Closing Date, Parent shall (or shall cause Buyer to) remit to Seller all cash and cash equivalents on the general ledger of each Acquired Company or otherwise held by each Acquired Company, in each case, as of the Closing. The remittance will be treated as a return of Excluded Assets and not as an adjustment to the Purchase Price. If at any time within twelve (12) months following the Closing Date, Parent or Buyer becomes aware of any other Excluded Assets that were delivered to Buyer in connection with this Agreement or the Ancillary Agreement, Parent or Buyer, as the case may be, shall promptly notify Seller of the Excluded Assets in its possession, and shall return (or at Seller’s discretion, destroy) such Excluded Assets at Parent’s expense, including all copies thereof. In any case, Buyer agrees to keep and treat all Excluded Assets as “Evaluation Material” in accordance with the terms of the Confidentiality Agreement.
Return of Excluded Assets. Within a reasonable time after a request by Sellers, Buyers shall, at Sellers’ expense, deliver to Sellers any Excluded Assets in Buyers’ possession.
Return of Excluded Assets. (a) The Fund Entities acknowledge that it is the intention of the Parties that all Excluded Assets owned or held by the Contributed Entities shall be conveyed or otherwise transferred by the Contributed Entities to the Enbridge Entities or one or more of their Affiliates prior to Closing. The Fund Entities shall, and shall cause each of their Affiliates, to fully cooperate with the Enbridge Entities after Closing to effect such intention, including promptly executing and delivering to the Enbridge Entities any and all conveyances or transfers or other documents required by the Enbridge Entities or any of their Affiliates in connection therewith. The Fund Entities hereby grant to the Enbridge Entities an irrevocable power of attorney to prepare, execute, deliver and file any such conveyances, transfers and other documents as are or may be required or advisable in accordance with industry practice to give effect to the foregoing.
Return of Excluded Assets. In the event, through inadvertence, mistake or otherwise, (i) any Excluded Assets are transferred to the Buyer, the Buyer agrees to promptly transfer and deliver the same to the Seller or (ii) any Business Assets are retained by the Seller, the Seller agrees to promptly transfer and deliver the same to the Buyer. The parties shall cooperate to effect any transfer of assets required by the previous sentence in the most Tax efficient manner to both parties. CONFIDENTIAL TREATMENT GRANTED UNDER C.F.R. SECTION 240.24b-2. [****] INDICATES OMITTED MATERIAL THAT HAS BEEN GRANTED CONFIDENTIAL TREATMENT BY THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Return of Excluded Assets. In the event, through inadvertence, mistake or otherwise, (a) any Excluded Assets (other than Excluded Assets that are Tax assets, which are addressed in Article XII hereof) are transferred to a Purchaser or retained by a Business Subsidiary, Purchasers agree to promptly transfer, or to cause the relevant Business Subsidiary to transfer, and deliver the same to the appropriate Seller or (b) if any Business Assets are retained by a Seller, such Seller agrees to promptly transfer and deliver the same to the appropriate Purchaser, in either case at the sole cost and expense of the Sellers. The parties shall cooperate to effect any transfer of assets (other than Cash) required by the previous sentence in the most tax efficient manner to both parties. In the case of Cash that is an Excluded Asset but is retained by a Business Subsidiary following the Closing, Purchaser and such Business Subsidiary shall cooperate with ARM in good faith to transfer such Cash to ARM or one of its Affiliates, at the cost of ARM pursuant to Sections 8.08 through 8.11. Purchasers shall also provide Sellers and their authorized agents after the Closing with access, including access to the Business Assets, upon reasonable advance notice, for the purpose of packing and moving any Excluded Assets.
Return of Excluded Assets. In the event, through inadvertence, mistake or otherwise, (a) any Excluded Assets are transferred to a Purchaser or retained by a Business Subsidiary, Purchasers agree to promptly transfer and deliver the same to the appropriate Seller or (b) if any Business Assets are retained by a Seller, such Seller agrees to promptly transfer and deliver the same to the appropriate Purchaser, in either case at the sole cost and expense of the Sellers. The parties shall cooperate to effect any transfer of assets (other than Cash) required by the previous sentence in the most tax efficient manner to both parties. In the case of Cash that is an Excluded Asset but is retained by a Business Subsidiary following the Closing, Purchaser and such Business Subsidiary shall cooperate with ARM in good faith to transfer such Cash to ARM or one of its Affiliates, at the cost of ARM; provided, that neither Purchaser nor such Business Subsidiary shall be required to take any actions with respect to such transfers that would adversely affect the Purchasers, it being understood that if the jurisdiction in which such Business Subsidiary is organized or conducts business has Laws that restrict the amount of Cash that can be distributed in any given period, such Business Subsidiary shall distribute 50% of the maximum amount so permitted to ARM quarterly, on a net after Tax basis. Each distribution to ARM or any of its Affiliates together with any other return of the amount of such Cash shall reduce the amount of Cash deemed to be an Excluded Asset. Following the Closing, Purchasers shall have no other Liabilities with respect to Cash. Purchasers shall also provide Sellers and their authorized agents after the Closing with access, including access to the Business Assets, upon reasonable advance notice, for the purpose of packing and moving any Excluded Assets.
Return of Excluded Assets. Buyer shall have delivered to Seller any Excluded Assets in its possession, including without limitation, the assets set forth on Schedule 2 hereto. ----------
Return of Excluded Assets. Purchaser acknowledges that it is the intention of the Parties that all Excluded Assets owned or held by the Purchased Entities shall be conveyed or otherwise transferred by the Purchased Entities to Vendor or one or more of Vendor’s Affiliates (other than the Purchased Entities) prior to Closing. Purchaser shall cause each of the Purchased Entities and its and their Affiliates to fully cooperate with Vendor after Closing to effect such intention, including promptly executing and delivering to Vendor any and all conveyances or transfers or other documents required by Vendor or any of its Affiliates in connection therewith. Purchaser hereby, on its own behalf and on behalf of each of the Purchased Entities, grants to Vendor and Vendor’s Affiliates an irrevocable power of attorney to prepare, execute, deliver and file any such conveyances, transfers and other documents as are or may be required or advisable in accordance with industry practice to give effect to the foregoing. In the event that Purchaser or any of its Affiliates becomes aware of the fact (in respect of which Purchaser shall forthwith advise Vendor), or is advised by Vendor or any of its Affiliates in writing, that any Excluded Assets remain in the possession of any of the Purchased Entities or any of their Affiliates after Closing, Purchaser shall cause the Purchased Entities or their Affiliates, as the case may be, to forthwith put any and all such Excluded Assets into the possession of Vendor or an Affiliate of Vendor designated by Vendor, and Vendor shall fully reimburse Purchaser or its applicable Affiliate for all actual out of pocket costs, including Taxes payable, incurred in doing so. Purchaser shall and shall cause its Affiliates (including the Purchased Entities) to forthwith return, or at Vendor’s request, destroy in a secure manner, any and all documents, data and records in its or their possession reflecting or comprising Excluded Assets, including Excluded Books and Records (together with all copies thereof), and, in the event of a request for such destruction, promptly provide Vendor with a certificate of a Senior Officer of Purchaser confirming such destruction.
