Southland Assets Sample Clauses
The "Southland Assets" clause defines and identifies specific assets associated with the Southland region that are relevant to the agreement. In practice, this clause typically lists or describes tangible or intangible property, such as real estate, equipment, intellectual property, or contractual rights, that are located in or pertain to Southland. By clearly delineating which assets are included under this term, the clause ensures both parties have a mutual understanding of what is being transferred, managed, or referenced, thereby reducing ambiguity and potential disputes regarding asset scope.
Southland Assets. The parties acknowledge that it may be economically efficient and optimal if the assets owned by Seller or its Affiliates or Subsidiaries known as ‘‘Southland’’ (the ‘‘Southland Assets’’) were joined with the businesses conducted and assets owned by the Companies and their Subsidiaries. Accordingly, on or before the Closing, Seller shall provide Buyers with a detailed description of the Southland Assets. At the sole election of Buyers, the parties shall negotiate to provide for the transfer or assignment (by Seller or its applicable Affiliates) of the Southland Assets (and the assumption of the related liabilities) to Buyers or one of their Subsidiaries or Affiliates, as directed by Buyers, for consideration to be mutually agreed. The parties will act in good faith to determine if Schedule 1.1(a)(i) or Schedule 1.1(a)(ii) or both of the Transition Services Agreement should be modified to include any Corporate Services (as defined in the Transition Services Agreement) necessary to support the Southland Assets and, if so, amend the applicable schedules thereto and provide the necessary Corporate Services in accordance with the Transition Services Agreement. The foregoing shall be subject to receipt of any necessary approval by the Chapter 11 Court.