Common use of Transfer of Acquired Assets; Risk of Loss Clause in Contracts

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing Date, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for relocation the Acquired Assets located at any facilities currently occupied by the Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (ii). Subject to the provisions hereof, the Seller agrees to cooperate, and agrees to cause the other members of the Seller Group to cooperate, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring. (b) All risk of loss as to the Acquired Assets will be borne by, and will pass to, the Purchaser Group as of the applicable Closing for each such Acquired Asset.

Appears in 1 contract

Samples: Master Acquisition Agreement (Zebra Technologies Corp)

AutoNDA by SimpleDocs

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateThe Purchaser will, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for the removal and relocation the Acquired Assets of any Tangible Personal Property (excluding furniture, furnishings, shared equipment and fixtures) located at any the facilities set forth on Schedule 10.8(a)(i) of the Seller Disclosure Schedule, which are currently occupied by the Seller or any other member of its Affiliates the Seller Group and which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Seller Lease/Sublease Agreements, the Joint Use & Occupancy Agreements or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller FacilityFacility with respect to any such facilities that include a Lab or Testbed, within one hundred eighty (180) days of the applicable Closing Date and, with respect to such remaining facilities, within ninety (90) days of the applicable Closing Date (as applicable, the “Purchaser Relocation Deadline”). The Seller will (i) at the Seller’s cost and expense, prepare for the removal and relocation of any tangible Excluded Assets (iiexcluding furniture, furnishings, shared equipment and fixtures) be responsible for all data transfer (including from located at the facilities set forth on Schedule 10.8(a)(ii) of the Seller Disclosure Schedule, which are currently occupied by the Seller or any other member of the Seller Group information databasesand which facilities are to be purchased, servers, assigned or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related transferred to the transfer of Purchaser Group and not subleased or otherwise occupied by the Acquired Assets; providedSeller Group following the applicable Closing pursuant to this Agreement, however, each of the Purchaser and Lease/Sublease Agreements, the Seller shall be responsible for one-half of Joint Use & Occupancy Agreements or any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, other agreement entered into in connection with the transfer Contemplated Transactions (each such facility, a “Post-Closing Purchaser Facility”) and remove and relocate such Excluded Assets from the relevant Post-Closing Purchaser Facility within ninety (90) days of data referred to in clause the applicable Closing Date (iias applicable, the “Seller Relocation Deadline”). Subject to the provisions hereof, each of the Seller and the Purchaser agrees to cooperate, and agrees to cause the other members of the Seller Group or the Purchaser Group, as applicable, to cooperate, cooperate with the Purchaser Group and the Seller Group, as applicable, and provide the Purchaser Group or the Seller Group, as applicable, all assistance reasonably requested by the Purchaser other party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as the Purchaser or the Seller, as applicable, will designate. The . (i) Such Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the such Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates the other members of the Seller Group to permit, the Purchaser and its authorized Representativesagents or representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to comply with the terms of this Section 10.8 including to disconnect, detach, remove, package and crate the such Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are comprising such Acquired Assets from the roofroofs, floor, ceiling and walls of an Excluded Seller Facility so as prior to be freely removed removing the same from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal)Facility, (B) packaging and loading the such Acquired Assets for transporting to and reinstalling the any reinstallation of such Acquired Assets at such location(s) as the Purchaser will may determine, and (C) repairing any damage that is caused by such removal and leaving removal, the Excluded Seller Facility parties agreeing that the Purchaser shall leave the applicable premises in broom clean and free of debris condition and in a safe no better condition with no exposed wiringthan the remainder of the premises generally. (bii) All risk of loss as to the Acquired Such Excluded Assets will be borne bytransported by or on behalf of the Seller, and until all of such Excluded Assets are removed from a Post-Closing Purchaser Facility, the Purchaser will permit, and will pass to, cause the other members of the Purchaser Group as to permit, the Seller and its authorized agents or representatives, upon reasonable prior notice, to have reasonable access to such Post-Closing Purchaser Facility during normal business hours to the extent necessary to comply with the terms of the applicable Closing for each such Acquired Asset.this Section

Appears in 1 contract

Samples: Master Acquisition Agreement (Motorola Inc)

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following The Sellers shall cause any Encumbrances on the Acquired Assets (other than Permitted Encumbrances on Acquired Assets other than the Acquired Company Shares) to be released, discharged and terminated in full prior to the applicable Closing, and shall deliver to the Purchaser all of the Acquired Assets free and clear of any such Encumbrances (other than Permitted Encumbrances on Acquired Assets other than the Acquired Company Shares). (i) Prior to each applicable Closing Date, the Purchaser will (i) Sellers will, at the Purchaser’s their cost and expense, prepare for (A) relocation the Acquired Assets located at any facilities currently occupied by the any Seller or any of its their respective Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements any Transaction Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract Transactions (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (iiB) be responsible for all data transfer transfers (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, delivery and transmission and reformatting costs and expenses related to reasonably required in connection with the transfer of the Acquired Assets; provided, however, Assets and (ii) promptly following each of applicable Closing Date the Purchaser will (A) at its cost and expense, accept transfer of and relocate such Acquired Assets from the relevant Excluded Seller shall Facility and (B) be responsible for one-half of any reasonable out­of­pocket costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, Sellers in connection with the transfer customization of any data referred required to in clause (ii)allow such data to be compatible with the Purchaser’s systems, as requested by the Purchaser. Subject to the provisions hereof, the Seller agrees Sellers agree to cooperate, customize and agrees agree to cause the other members of the Seller Group to cooperate, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported from the Excluded Seller Facility by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller Sellers will each permit, and will cause its their respective Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours (or such other hours the parties deem reasonable or appropriate) to accept transfer of the extent necessary Acquired Assets. (c) All risk of loss as to disconnect, detach, remove, package and crate the Acquired Assets will be borne by, and will pass to, the Purchaser Group as of the applicable Closing for transporteach such Acquired Asset, except in the case of tangible Acquired Assets and data transfers, for which the risk of loss will be borne by, and will pass to the Purchaser Group at the time of transfer of possession of such tangible Acquired Asset or successful receipt by the Purchaser Group of such data. The Purchaser Sellers will be responsible for for, at their sole cost and expense, (Ai) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal)Group, (B) packaging and loading crating the Acquired Assets for transporting to and reinstalling the Acquired Assets xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 98/134 at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiringremoval. (b) All risk of loss as to the Acquired Assets will be borne by, and will pass to, the Purchaser Group as of the applicable Closing for each such Acquired Asset.

Appears in 1 contract

Samples: Bill of Sale

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following The Sellers shall cause any Encumbrances on the Acquired Assets (other than Permitted Encumbrances on Acquired Assets other than the Acquired Company Shares) to be released, discharged and terminated in full prior to the applicable Closing, and shall deliver to the Purchaser all of the Acquired Assets free and clear of any such Encumbrances (other than Permitted Encumbrances on Acquired Assets other than the Acquired Company Shares). (b) (i) Prior to each applicable Closing Date, the Purchaser will (i) Sellers will, at the Purchaser’s their cost and expense, prepare for (A) relocation the Acquired Assets located at any facilities currently occupied by the any Seller or any of its their respective Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements any Transaction Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract Transactions (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (iiB) be responsible for all data transfer transfers (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, delivery and transmission and reformatting costs and expenses related to reasonably required in connection with the transfer of the Acquired Assets; provided, however, Assets and (ii) promptly following each of applicable Closing Date the Purchaser will (A) at its cost and expense, accept transfer of and relocate such Acquired Assets from the relevant Excluded Seller shall Facility and (B) be responsible for oneany reasonable out-half of any of-pocket costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, Sellers in connection with the transfer customization of any data referred required to in clause (ii)allow such data to be compatible with the Purchaser’s systems, as requested by the Purchaser. Subject to the provisions hereof, the Seller agrees Sellers agree to cooperate, customize and agrees agree to cause the other members of the Seller Group to cooperate, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported from the Excluded Seller Facility by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller Sellers will each permit, and will cause its their respective Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours (or such other hours the parties deem reasonable or appropriate) to accept transfer of the extent necessary Acquired Assets. (c) All risk of loss as to disconnect, detach, remove, package and crate the Acquired Assets will be borne by, and will pass to, the Purchaser Group as of the applicable Closing for transporteach such Acquired Asset, except in the case of tangible Acquired Assets and data transfers, for which the risk of loss will be borne by, and will pass to the Purchaser Group at the time of transfer of possession of such tangible Acquired Asset or successful receipt by the Purchaser Group of such data. The Purchaser Sellers will be responsible for for, at their sole cost and expense, (Ai) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal)Group, (B) packaging and loading crating the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiringremoval. (b) All risk of loss as to the Acquired Assets will be borne by, and will pass to, the Purchaser Group as of the applicable Closing for each such Acquired Asset.

Appears in 1 contract

Samples: Master Acquisition Agreement (Open Text Corp)

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateBuyers will, the Purchaser will (i) at the Purchaser’s Buyers’ cost and expense, prepare for the removal and relocation the Acquired Assets of any Transferred Tangible Personal Property located at any the facilities currently occupied by the Seller or any of its Affiliates set forth on Schedule 2.7(a)(i), which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group Buyers or any of their Subsidiaries pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract Contract for which is not an Assumed a Transferred Contract (each such facility, an “Excluded Seller Sellers Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller FacilitySellers Facility as provided under and in accordance with the Transition Services Agreement (the “Buyers Relocation Deadline”). Sellers will, at Sellers’ cost and (ii) be responsible expense, prepare for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilitiesremoval and relocation of any tangible Excluded Assets located at the facilities set forth on Schedule 2.7(a)(ii), deliverywhich facilities are to be purchased, transmission assigned or transferred to Buyers and reformatting costs their Subsidiaries and expenses related not subleased or otherwise occupied by Sellers or any of their Subsidiaries following the applicable Closing pursuant to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of this Agreement or any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, other agreement entered into in connection with the transfer of data referred to Transactions (each such facility, a “Post-Closing Buyers Facility”) and remove and relocate such Excluded Assets from the relevant Post-Closing Buyers Facility as provided under and in clause accordance with the Transition Services Agreement (iithe “Sellers Relocation Deadline”). Subject to the provisions hereof, each of Sellers, on the Seller agrees one hand, and Buyers, on the other hand, agree to cooperate, and agrees agree to cause the other members of the Seller Group their respective Subsidiaries, as applicable, to cooperatecooperate with each other, with the Purchaser Group and provide the Purchaser Group each other all assistance reasonably requested by the Purchaser other Party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as the Purchaser Buyers or Sellers, as applicable, will designate. . (i) The Acquired Assets will be transported by or on behalf of the PurchaserBuyers and, and until all of the such Acquired Assets are removed from an Excluded Seller Sellers Facility, the Seller Sellers will permit, and will cause its Affiliates their Subsidiaries to permit, the Purchaser Buyers and its their authorized Representativesagents or representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Sellers Facility during normal business hours to the extent necessary to comply with the terms of this Section 2.7, including to disconnect, detach, remove, package and crate the such Acquired Assets for transport. The Purchaser Buyers will be responsible for (A) disconnecting and detaching all fixtures and equipment that are comprising such Acquired Assets from the roofroofs, floor, ceiling and walls of an Excluded Seller Sellers Facility so as prior to be freely removed removing the same from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal)Sellers Facility, (B) packaging and loading the such Acquired Assets for transporting to and reinstalling the any reinstallation of such Acquired Assets at such location(s) as the Purchaser will Buyers may determine, and (C) repairing any damage that is caused by such removal and leaving removal, the Excluded Seller Facility Parties agreeing that Buyers shall leave the applicable premises in broom clean and free of debris condition and in no better condition than the remainder of the premises generally. (ii) The Excluded Assets will be transported by or on behalf of Sellers, and until all of such Excluded Assets are removed from a safe Post-Closing Buyers Facility, Buyers will permit, and will cause their Subsidiaries to permit, Sellers and their authorized agents or representatives, upon reasonable prior notice, to have reasonable access to such Post-Closing Buyers Facility during normal business hours to the extent necessary to comply with the terms of this Section 2.7 including to disconnect, detach, remove, package and crate such Excluded Assets for transport. Sellers will be responsible for (A) disconnecting and detaching all fixtures and equipment comprising such Excluded Assets from the roofs, floor, ceiling and walls of a Post-Closing Buyers Facility prior to removing the same from such Post-Closing Buyers Facility, (B) packaging and loading such Excluded Assets for transporting to and any reinstallation of such Excluded Assets at such location(s) as Sellers may determine, and (C) repairing any damage that is caused by such removal, the Parties agreeing that Sellers shall leave the applicable premises in broom clean condition with and in no exposed wiringbetter condition than the remainder of the premises generally. (b) Transfer and delivery of the Transferred Technology, Licensed Technology and 9x15 Modules Technology shall include physical or electronic delivery of (i) all current (including under development) versions of the Transferred Technology, Licensed Technology and 9x15 Modules Technology, (ii) all prior versions of the Transferred Technology and Licensed Technology that are currently supported or otherwise used in the operation of the AirCard Business as currently conducted, (iii) if Sellers possess and can locate using commercially reasonable efforts, all other prior versions of the Transferred Technology and Licensed Technology, (iv) the Documentation Deliverables and other appropriate documentation thereof as reasonably requested by Buyers to facilitate the transfer and operation of the AirCard Business as currently conducted, and (v) if Sellers possess and can locate using commercially reasonable efforts, all copies of the foregoing that constitute Prime Transferred Technology. The Parties shall cooperate in good faith to define and transfer such Transferred Technology and Licensed Technology. To the maximum extent practicable, all Software to be delivered hereunder shall be delivered by electronic means in a manner specified by Buyers. Sellers shall not retain in their possession or control any Transferred Tangible Property or Transferred Technology or any copy thereof, except Sellers may retain copies of Transferred Technology for archival purposes (including to defend against any claim which is asserted against Sellers and their Subsidiaries) to perform their obligations under and during the term of the Transition Services Agreement, and to exercise their rights under the Cross License Agreement. (c) All risk of loss as to the Acquired Assets will be borne by, and will pass to, the Purchaser Group Buyers as of the applicable Closing for each Closing. (d) Buyers and Sellers shall, as soon as practicable after the Closing, (i) cause such Acquired AssetTransferred Employee located in Sellers’ facilities in Richmond, British Columbia, to be located or relocated to the Transferred Leasehold Property at that location and (ii) shall remove from any Transferred Leasehold Property any employees or personnel that are not Transferred Employees. Any costs and expenses incurred by Buyers and Sellers related to the foregoing shall be addressed in the Transition Services Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

AutoNDA by SimpleDocs

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing Date, the Purchaser will (i) at the Purchaser’s cost and expense, prepare for relocation the Acquired Assets located at any facilities currently occupied by the Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Transition Services Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party Third Party facility, the contract for which is not an Assumed Contract assumed pursuant to this Agreement (each such facility, an “Excluded Seller Facility”) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (ii). Subject to the provisions hereof, the Seller agrees to cooperatecooperate with and support, and agrees agree to cause the other members of the Seller Group to cooperatecooperate with and support, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The To the extent permitted by applicable Law, the Purchaser will be responsible for (or, to the extent not permitted by applicable Law, the Seller or the Seller’s Affiliates, at the Purchaser’s sole cost and expense, will be responsible for) (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring. (b) All risk of loss as to an Acquired Asset prior to the Seller’s delivery of such Acquired Assets Asset to the Purchaser will be borne byby the Seller. At the time of such delivery, and will pass to, including any attempted delivery if the Purchaser Group as failure of the applicable Closing for each delivery was the result of the Purchaser’s inability to receive such Acquired Asset, all risk of loss as to such Acquired Asset will pass to the Purchaser Group.

Appears in 1 contract

Samples: Master Acquisition Agreement (Carbonite Inc)

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateThe Sellers will, the Purchaser will (i) at the Purchaser’s Sellers’ cost and expense, prepare for the removal and relocation the Acquired of any tangible Excluded Assets located at any the facilities currently set forth on Schedule 2.8(a)(i), which facilities are to be purchased, assigned or transferred to Acquisition Sub and not subleased or otherwise occupied by the any Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by Subsidiaries following the Purchaser Group Closing pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract Transactions (each such facility, an a Excluded Seller Post-Closing Buyer Facility”) and remove and relocate such Acquired Excluded Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related Post-Closing Buyer Facility prior to the transfer of Closing (the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (iiRelocation Deadline”). Subject to the provisions hereof, each of the Seller Sellers and Buyer agrees to cooperate, and agrees to cause the other members of the Seller Group their respective Subsidiaries, as applicable, to cooperatecooperate with each other, with the Purchaser Group and provide the Purchaser Group each other all assistance reasonably requested by the Purchaser other party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as Buyer or the Purchaser Sellers, as applicable, will designate. The Acquired costs of transition services with respect to relocation and installation of Transferred Technology (including the Prospect DB) on Buyer’s equipment or at Buyer’s facility shall be payable to Sellers pursuant to the Transition Services Agreement. Such Excluded Assets will be transported by or on behalf of the PurchaserSellers, and until all of the Acquired such Excluded Assets are removed from an Excluded Seller a Post-Closing Buyer Facility, the Seller Buyer will permit, and will cause its Affiliates Subsidiaries to permit, the Purchaser Sellers and its their authorized Representativesagents or representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Post-Closing Buyer Facility during normal business hours to the extent necessary to comply with the terms of this Section 2.8 including to disconnect, detach, remove, package and crate the Acquired such Excluded Assets for transport. The Purchaser Sellers will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired comprising such Excluded Assets from the roofroofs, floor, ceiling and walls of an Excluded Seller a Post-Closing Buyer Facility so as prior to be freely removed removing the same from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal)Post-Closing Buyer Facility, (B) packaging and loading the Acquired such Excluded Assets for transporting to and reinstalling the Acquired any reinstallation of such Excluded Assets at such location(s) as the Purchaser will Sellers may determine, and (C) repairing any damage that is caused by such removal and leaving removal, the Excluded Seller Facility parties agreeing that the Sellers shall leave the applicable premises in broom clean and free of debris condition and in a safe no better condition with no exposed wiringthan the remainder of the premises generally. (b) Transfer and delivery of the Transferred Technology shall include physical or electronic delivery of all Transferred Technology in the form in which it exists, including delivery or production of Documentation Deliverables and other appropriate documentation thereof as reasonably requested by Buyer to facilitate the transfer and operation of the Business. The Parties shall cooperate in good faith to identify and transfer such Transferred Technology, but it is understood and acknowledged that the Sellers are ultimately responsible for delivering all Transferred Technology. To the maximum extent practicable, all Software to be delivered hereunder shall be delivered by electronic means in a manner specified by Buyer in their existing form, and is subject to the applicable terms and conditions of any applicable third party licenses and similar use agreements. Except only to the extent they are a specifically identified Acquired Asset in a Schedule to this Agreement, Buyer shall be solely responsible for provisioning, procuring and paying for any necessary third party licenses, environments, interfaces, hardware, data sources, software or services required to install, use and operate Transferred Technology from and after the Closing. Other than the Shared Technology, the Sellers shall not retain in its possession or control any Transferred Tangible Property or Transferred Technology or any copy thereof except as otherwise provided for in this Agreement (including in Section 2.5(b)). Except as provided in Sections 4.2, 8.5, and 11.1 (and prior to the Closing Section 7.1), nothing in this Agreement creates any restriction on the use of Shared Technology, Shared Contracts, data, any data sources or separate instances of the Customer DB or the Mortgage DB, or any marketing techniques, strategies, campaigns, know-how, information and materials used or held for use in the retained businesses, by the Sellers or their Affiliates or successors or assigns for any purpose. (c) All risk of loss as to the Acquired Assets will be borne by, and will pass to, the Purchaser Group Acquisition Sub as of the applicable Closing for each such Acquired AssetClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Solarcity Corp)

Transfer of Acquired Assets; Risk of Loss. (a) Promptly following each applicable Closing DateSeller will, the Purchaser will (i) at the PurchaserSeller’s cost and expense, prepare for the removal and relocation the Acquired Assets of any Business Tangible Property located at any the facilities set forth on Section 1.8(a)(i) of the Disclosure Letter, which are currently occupied by the Seller or any other member of its Affiliates the Seller Group and which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Buyer Group pursuant to this Agreement, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements Agreement or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed a Transferred Contract (each such facility, an “Excluded Seller Facility”) and Buyer will, at Buyer’s cost and expense and in cooperation with Seller, remove and relocate such Acquired Assets from the relevant Excluded Seller FacilityFacility within thirty (30) calendar days of the Closing Date (the “Buyer Relocation Deadline”). Seller will (i) at Seller’s cost and expense, prepare for the removal and (iirelocation of any tangible Excluded Assets located at the facilities set forth on Section 1.8(a)(ii) be responsible for all data transfer (including from of the Disclosure Letter, which are currently occupied by Seller or any other member of the Seller Group information databasesand which facilities are to be assigned, servers, subleased or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related transferred to the transfer of the Acquired Assets; provided, however, each of the Purchaser Buyer Group and not subleased or otherwise occupied by the Seller shall be responsible for one-half of Group following the applicable Closing pursuant to this Agreement or any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, other agreement entered into in connection with the transfer Transactions (each such facility, a “Post-Closing Buyer Facility”) and remove and relocate such Excluded Assets from the relevant Post-Closing Buyer Facility within ninety (90) calendar days of data referred to in clause the Closing Date (iithe “Seller Relocation Deadline”). Subject to the provisions hereof, the each of Seller and Buyer agrees to cooperateuse commercially reasonable efforts, and agrees to cause the other members of the Seller Group or the Buyer Group, as applicable, to cooperate, use commercially reasonable efforts with the Purchaser Buyer Group and the Seller Group, as applicable, and provide the Purchaser Buyer Group all or the Seller Group, as applicable, assistance reasonably requested by the Purchaser other party in connection with the MASTER ACQUISITION AGREEMENT planning and implementation of the removal and relocation of any such Acquired Assets or Excluded Assets or any portion of any of them thereof to such location as the Purchaser Buyer or Seller, as applicable, will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until . (i) Until all of the such Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates the other members of the Seller Group to permit, the Purchaser Buyer and its authorized Representativesagents or representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate comply with the Acquired Assets for transportterms of this Section 1.8. The Purchaser Seller will be responsible for (A) disconnecting and detaching all fixtures and equipment that are comprising such Acquired Assets from the roofroofs, floor, ceiling and walls of an Excluded Seller Facility so as prior to be freely removed removing the same from such Excluded Seller Facility by and (B) packaging of such Acquired Assets for transport. (ii) Until all of such Excluded Assets are removed from a Post-Closing Buyer Facility, Buyer will permit, and will cause the Purchaser other members of Buyer Group to permit, Seller and its authorized agents or representatives, upon reasonable prior notice, to have reasonable access to such Post-Closing Buyer Facility during normal business hours to the extent necessary to comply with the terms of this Section 1.8 including to disconnect, detach, remove, package and crate such Excluded Assets for transport. Seller will be responsible for (A) disconnecting and shall repair detaching all damage caused by fixtures and equipment comprising such removal)Excluded Assets from the roofs, floor, ceiling and walls of a Post-Closing Buyer Facility prior to removing the same from such Post-Closing Buyer Facility, (B) packaging and loading the Acquired such Excluded Assets for transporting to and reinstalling the Acquired any reinstallation of such Excluded Assets at such location(s) as the Purchaser will Seller may determine, and (C) repairing any damage that is caused by such removal and leaving removal, the Excluded parties agreeing that the Seller Facility shall leave the applicable premises in broom clean and free of debris condition and in a safe no worse condition with no exposed wiringthan the remainder of the premises generally. (b) All risk of loss as to the Acquired Assets will [***]. (c) All Software and materials capable of being transferred in electronic form will be borne by, and will pass to, the Purchaser Group as transferred by remote electronic means including by giving Buyer access to such materials via an FTP site. (d) Within fifteen (15) calendar days of the applicable Closing for each such Acquired Assetdate hereof, Seller shall provide to Buyer a schedule of all Business Tangible Property located at any Excluded Seller Facility that must be removed and relocated in accordance with the terms of this Section 1.8.

Appears in 1 contract

Samples: Asset Purchase Agreement (Logitech International Sa)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!