Transfer of Excluded Assets; Restructuring Sample Clauses
The 'Transfer of Excluded Assets; Restructuring' clause defines how certain assets, specifically those designated as 'excluded,' are handled during a transaction or corporate restructuring. It typically outlines the process by which these excluded assets are separated from the main transaction, ensuring they are not transferred to the buyer or new entity. For example, intellectual property, cash reserves, or specific contracts may be retained by the seller and not included in the sale. This clause is essential for clarifying asset ownership post-transaction and preventing disputes over assets that are not intended to be part of the deal.
Transfer of Excluded Assets; Restructuring. Seller shall use reasonable best efforts to effect the restructuring transactions set forth on Section 5.15 of the Seller’s Disclosure Letter (as may be amended pursuant to this sentence, the “Pre-Closing Restructuring Transactions”) on or before the Closing Date; provided, however, that following the date hereof, but subject to Seller’s indemnification obligations in Section 9.4, Seller shall be permitted to amend Section 5.15 of the Seller’s Disclosure Letter to the extent the effect of such amendments would not in any material respect adversely affect the operations of the FH Business or otherwise adversely affect in any material respect Buyer or its Affiliates. Notwithstanding anything to the contrary herein, Seller shall take (or cause one or more of its Affiliates to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date the Excluded Assets or the Retained Liabilities from the Transferred FH Companies or any of their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretion. After the Closing Date, Buyer and its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) shall use commercially reasonable efforts to take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Seller to effect the provisions of this Section 5.15, including the transfer of any Excluded Assets to Seller or one or more of its designees for no additional consideration; provided, however, that Seller shall reimburse Buyer for all reasonable third-party costs associated with any such actions.
Transfer of Excluded Assets; Restructuring. (a) Section 5.17(c)(iii)(x) of the Agreement is hereby amended by inserting the following language after the words "IT Administrative Services Agreements" and before the word "for": “, with the exception of the following SLAs: Schedule 59 - Sourcing: DPC Above-the-Line Costs in the U.S. and the similarly titled, corresponding SLAs in the countries set forth on Exhibit EE, Schedule 65 - Sourcing: OM&S: DPC Leveraged Agreements in the U.S., Schedule 68 - Sourcing: PS: DPC Leveraged Agreements PC/MS in the U.S., and Schedule 70 - RMEP: Commodity Buy; Energy & Contract Mfg in the U.S., Schedule 3 - IT: DPC IT Above-the-Line Costs in the U.S. and the similarly titled, corresponding SLAs in the countries set forth on Exhibit FF, and Schedule 4 - IT: DPC IT New Projects and the similarly titled, corresponding SLAs in the countries set forth on Exhibit GG,”
(b) Section 5.17(c)(iii)(y) of the Agreement is hereby amended by deleting the amount “$21,800,000” and substituting the amount “$19,300,000.”
(c) Section 5.17(c)(iii)(y) of the Agreement is hereby amended by inserting after “becomes unavailable to DuPont and its Affiliates” the phrase “after the Closing Date” and continuing the balance of the sentence unchanged.