Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “Shared Contracts”) and are identified as such on Schedule 1.1(d). The rights and obligations under the Shared Contracts shall be equitably allocated among stations in a manner reasonably determined by Seller in accordance with the following equitable allocation principles:
Shared Assets. To the extent that any elements of the Business Data or the Business IP (excluding Trademarks (other than trade dress)) embodied in the content or website (including the design, style, look, and feel of such content and website) made available on or through the Business Internet Properties are used in or arise out of the Business and also are used in or arise out of the Excluded Business (such Business Data and Business IP (excluding Trademarks (other than trade dress)), “Shared IP”), (a) Sellers and Buyer shall each be a joint owner of the Shared IP, (b) without limiting any obligation to deliver, transfer and convey copies of Shared IP, only an undivided joint ownership interest in or to the Shared IP shall be an Acquired Asset, and (c) each of Sellers and Buyer shall have the right to use and license the Shared IP without notice, consent or an accounting to the other Party (or its successors and assignees); provided that, for the avoidance of doubt Shared IP, with respect to clauses (ii) and (iii) of the definition of Business Data, shall be limited to customer data and lists relating to customers that have purchased from, or otherwise submitted their names or other information in accordance with applicable privacy policies to, both the Business and Excluded Business.
Shared Assets. If Amyris needs to utilize any Assets, the Parties shall discuss and determine the terms and conditions on which Amyris may use such Assets.
Shared Assets. (a) With respect to any Seller Shared Asset (other than (i) Trademarks (ii) domain names (other than domain names that currently (A) redirect to a Transferred Brand branded domain name or (B) function as landing or similar pages that primarily direct traffic to a Transferred Brand branded domain name, in each case excluding any Sabre branded domain name or (iii) to the extent provided as a Service (as defined in the Transition Services Agreement))) that is necessary for the operation of the Business after the Closing, Sellers hereby grant to Buyer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully-paid up license to make, use, operate, copy, modify and exploit such Seller Shared Asset. With respect to any Seller Shared Asset (other than (i) Trademarks and domain names (other than domain names that currently (A) redirect to a Transferred Brand branded domain name or (B) function as landing or similar pages that primarily direct traffic to a Transferred Brand branded domain name, in each case excluding any Sabre branded domain name, (ii) any Seller Shared Asset for which Buyer already has access rights pursuant to this Agreement or (iii) to the extent provided as a Service (as defined in the Transition Services Agreement))) that is not necessary for the operation of the Business after the Closing, Sellers hereby grant to Buyer a non-exclusive, irrevocable, worldwide, royalty-free, fully-paid up license for a period of four months after such grant, to make, use, operate, copy, modify and exploit such Seller Shared Asset; provided that if Buyer has not used for a 14 day consecutive period such Seller Shared Asset during any period beginning any time after the two (2) month anniversary of the grant of such license, Seller may, acting reasonably, request that Buyer terminate such license no earlier than one month after the date of such notice. Any disagreement with respect to whether such termination of such license was effected in accordance with the provisions of this Section 5.13(a) shall be resolved pursuant to the Escalation Procedures.
Shared Assets. ARTICLE I
Shared Assets. All of Transferor's properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that do not primarily relate to or are not primarily used or held for use in connection with the Business as the same may exist on the Closing Date, but relate to or are used in or held for use in connection with the Business to some lesser degree shall be retained by Transferor and provided to the Company pursuant to the Services Agreement or a license agreement in a form mutually acceptable to Transferor and the Company.
Shared Assets. Exhibit A specifies certain areas of Joint Use/Shared Access where CRR routes and assets are to be made available to both CSX and NSC on a shared basis ("Shared Assets") as described in Exhibit A. Except as specified in Exhibit A, Shared Assets will remain assets of CRR or a subsidiary of CRR.
Shared Assets. For the purposes of this MLA, certain Sites include passive equipment assets located at the base of a Tower that are shared by third-party licensees under agreements executed prior to the Effective Date and listed at Exhibit K (each, a “Shared Asset Agreement”) for shelter and power infrastructure at a Tower or Site (“Shared Assets”). LICENSEE agrees to the use of Shared Assets by LICENSOR’s third-party licensees under the applicable Shared Asset Agreement that are documented, with all associated costs, in Exhibit K; provided, however, that any costs associated with the Shared Asset Agreement do not exceed normal and customary costs and the rights granted to the third party in the Shared Asset Agreement do not materially impair LICENSEE’s use of the Site. LICENSOR, in turn, agrees to remit to LICENSEE seventy-five percent (75%) of the revenue collected by LICENSOR for use of LICENSEE’s Shared Assets by such third-party licensee. If LICENSOR’s agreement with a third party does not explicitly allocate a specific value to the sharing of Shared Assets, LICENSOR will reimburse LICENSEE [***] a month as full and complete payment for the third party’s use of LICENSEE’s shelter space. In the event the rights granted to the third party in the Shared Asset Agreement materially impair LICENSEE’s use of the Site, LICENSOR will work in good faith to provide, if available, at no additional cost to LICENSEE, additional ground space or space in shelters to remedy any such impairment.
Shared Assets. From and after the Effective Time, each of New ATAPCO, ATRECO and Gateway shall have full ownership, and all rights and privileges attendant thereto, to all Assets set forth on Schedule 4.17.
Shared Assets. Prior to the Closing, the Parties shall use reasonable efforts and cooperate in good faith (i) to identify any assets, contracts or other rights that are used both in the business of AOAG and/or the Target Group Companies and other business or businesses of General Motors and/or its Subsidiaries and that are not otherwise addressed by this Agreement or any Ancillary Agreement and (ii) to agree on arrangements to make the benefit of such assets, contracts or other rights available to both Parties after the Closing on the same or similar terms and conditions as those applying on the date hereof, with a view to ensuring the continuity of the business of both Parties without disruption or interruption.
