Shared Assets Sample Clauses

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 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: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)) will include only Buyer’s allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing. (c) Seller operates a centralcasting facility serving WKCF (Orlando), WVUE (New Orleans), WFTX (Ft. Mxxxx) and WALA and WBPG (Mobile-Pensacola). If the Stations include any of such stations, then the terms set forth on Schedule 1.3 shall apply. Assets used in the operation of such facility are Excluded Assets. If any Schedule attached hereto includes any such items, then such items are nonetheless Excluded Assets. If applicable, at Closing, the parties shall enter into the agreements set forth on Schedule 1.3, in the forms attached hereto as Exhibit 1.3 (or, where appropriate, the parties shall execute an assignment and assumption agreement with respect to such agreements). (d) Seller also operates WTHI (Terre Haute) on a combined basis with certain radio stations. If the Stations include any such stations, then shared assets shall be allocated as set forth on Schedule 1.3, and to the extent not allocated to Buyer pursuant to such Schedule, such assets shall be Excluded Assets. If any other Schedule attached her...

Shared Assets. (i) Upon the terms and subject to the conditions of the Agreement, Navient hereby agrees to and hereby does sell, assign, transfer and convey to Servicer, and Servicer hereby agrees to and hereby does purchase, assume, acquire and accept from Navient, an undivided joint ownership interest in and to certain Navient-owned customizations and configurations set forth on Attachment H-1 attached hereto (the “Shared Assets”) upon the Effective Date. (ii) Each of Navient and Servicer shall have full rights of ownership with respect to the Shared Assets, including the right to reproduce, use, develop, improve, perform, display, manufacture, create derivative works of and otherwise fully exploit the Shared Assets without restriction and in parallel with each other without the further consent of, or accounting to, the other joint owner. For the avoidance of doubt, all Derivatives (as defined herein) prepared from the Shared Assets or any part thereof (A) after the Effective Date but prior to the date on which such Shared Asset is delivered to Servicer (in each case, such date, the “Delivery Date”) shall be deemed to be part of the Shared Assets, and as such, shall remain jointly owned by Navient and Servicer, regardless of which Party developed such Derivative of the Shared Assets and (B) after the Delivery Date shall not be deemed to be Shared Assets and, therefore shall be and remain the exclusive property of the applicable joint owner developing such Derivative of the Shared Asset. Each joint owner of the Shared Asset shall have all right and ability to obtain registrations of the Intellectual Property Rights in and to the Derivative of the Shared Asset created by it (1) after the Effective Date but prior to the Delivery Date, with the prior written consent of the other joint owner, and (2) after the Delivery Date, without the consent of, or accounting to, the other joint owner. In furtherance of the foregoing, (a) neither Navient nor Servicer shall seek to claim rights in such Shared Asset that would inhibit the other Party’s ability to use or exploit such Shared Asset (including any jointly-owned Derivatives thereof) for itself or others and (b) Navient and Servicer each shall, and does hereby, assign and convey to the other all rights, titles and interests necessary to give full effect to such joint ownership of the Shared Assets (including any jointly-owned Derivatives thereof). MASTER TERMS AGREEMENT (iii) If either Navient or Servicer conceives, creates or d...

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) Some of the Station Contracts may be used by Seller or affiliates of Seller 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: (i) any allocation set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Seller in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) Buyer shall cooperate with Seller (and any third party designated by Seller) in such allocation, and the Station Contracts (and Assumed Obligations (defined below)) will include only Buyer’s allocated portion of the rights and obligations under the Shared Contracts (without need for further action and whether such allocation occurs before or after Closing). If designated by Seller, such allocation will occur by termination of the Shared Contract and execution of new contracts. Buyer’s allocated portion of the Shared Contracts will not include any group discounts or similar benefits specific to Seller or its affiliates. Completion of documentation of any such allocation is not a condition to Closing.

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. 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. The Parties shall use their reasonable best efforts to separate the Shared Assets into separate Assets so that the TS Business will remain entitled to the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Asset to the extent such Shared Asset would otherwise constitute a TS Asset, and Seller will retain the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Asset to the extent such Shared Asset would otherwise constitute an Excluded Asset. If any third party that is entitled to consent to the separation of the Shared Asset has not provided such consent or if the separation of a Shared Asset has not been completed as of the Closing Date for any other reason, then the Parties shall use their reasonable best efforts to develop and implement arrangements to pass along to the NewCo Group the benefit and the Liabilities of the portion of any such Shared Asset related to the TS Business and to pass along to the Seller Group the benefit and the Liabilities of the portion of the Shared Asset related to the Retained Business, as the case may be. If and when any such consent is obtained, the Shared Asset will be separated in accordance with this Section 2.9. The obligations set forth in this Section 2.9 will terminate on the date that is twenty-four (24) months after the Closing Date. The NewCos and Seller shall share equally any costs related to separating the Shared Assets.

Shared Assets. Shared assets will be understood to be civil infrastructure works, such as: vehicular access ways and on-site concrete or paved roads, sidewalks and gutters with their respective curbs, the storm-water system, sewer system, potable water system, electrical power distribution system and exterior lighting grid, telephone and fiber optic network, irrigation system of share areas, waste water treatment plant, green areas and parks, power and telecom control room, water xxxxx pump & control room, surveillance and vehicular access control stations, and perimeter fence, as well as any other urban development required according to law in keeping with the type of industrial or commercial development to be executed in the Condominium, as well as those set forth in Article Ten of the Law. Likewise and under Article 27 of the Law, shared assets will be those which are qualified as such by the Condominium Joint Owners’ Meeting, even if they are not so by nature, or also those originated out of the necessity, security, health, access, ornamentation and conservation of the Condominium.

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. (b) With respect to any Buyer Shared Asset that does not constitute Intellectual Property, excluding any Buyer Shared Asset set forth on Schedule 7.1(b), Buyer and Sellers shall discuss in good faith, acting reasonably, an appropriate grant of the right to use such Buyer Shared Asset. (c) With respect to any Buyer Shared Asset that constitutes Intellectual Property necessary for the operation of any busi...