Transition Assets Clause Samples
The Transition Assets clause defines which assets are to be transferred from one party to another during a transition period, typically in the context of a business sale, outsourcing arrangement, or service handover. It specifies the types of assets involved—such as equipment, intellectual property, contracts, or inventory—and outlines the timing and conditions under which the transfer will occur. This clause ensures that both parties have a clear understanding of what assets are included in the transition, thereby minimizing disputes and facilitating a smooth transfer of operations or responsibilities.
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Transition Assets. (a) Obligations During the Transition Period. From the Closing Date through the final Subsequent Transfer Date for any Transition Assets (the "Transition Period"), without limiting the standard of care or other obligations imposed on IMA, IMS or any of their respective Affiliates under any other applicable Transaction Agreement during such period, IMS and IMA shall, and shall cause their respective Affiliates to, hold in trust for the exclusive benefit of the Company the Transition Assets, and in connection therewith shall, and shall cause their respective Affiliates to, (x) conduct the portion of the CD Business comprised of Transition Assets only in the Ordinary Course of Business, and (y) use their commercially reasonable efforts to preserve the portion of the CD Business comprised of Transition Assets intact (except to the extent that Transition Assets are transferred to the Company pursuant to any Transaction Agreement). Without limiting the generality of the foregoing, during the Transition Period, IMS, IMA and their respective Affiliates, without the prior written consent of the Company:
(i) shall maintain, purchase and sell inventory of the Company only in the Ordinary Course of Business;
(ii) shall not take any action or fail to take any action that permits, any Governmental License included within the Transition Assets material to the conduct of the CD Business to expire, be cancelled or be amended in a manner adverse to the CD Business;
(iii) except to the extent contemplated by the parties hereto in connection with the transition to the Company of services provided by IMA or any of its Subsidiaries to the Company under the IMA Transition Services Agreement or any other applicable Transaction Agreement, shall not (A) sell, transfer, license, mortgage, lease or otherwise dispose of or agree to sell, transfer, license, mortgage, lease or otherwise dispose of or otherwise encumber or subject to any Lien not in existence at Closing, any Transition Assets (excluding sales of inventory in the Ordinary Course of Business) or (B) acquire any assets on behalf of the Company or its Affiliates, except in the Ordinary Course of Business;
(iv) shall not incur any obligation under any Business Contract included within the Transition Assets or incur any accounts payable of the CD Business, in each case that are to be Assumed Liabilities, other than in the Ordinary Course of Business;
(v) shall not amend, terminate, renew or fail to renew any Business Contract ...
Transition Assets. To the extent Seller or any Subsidiary requires the use of any Transferred Asset to perform its obligations under any of the Ancillary Agreements, Seller will inform Purchaser of such need and Purchaser will make such Transferred Assets available to Seller for this purpose free of charge for the period of ▇▇▇▇ ▇▇▇▇▇▇ requires such Transferred Assets to perform its obligations under any of the Ancillary Agreements.
Transition Assets. To the extent Bayer or its Affiliates requires the use of any Acquired Asset to perform its obligations under any of the Ancillary Agreements (the “Transition Assets”), Bayer will inform Purchaser of such need and Purchaser will make such Transition Assets available to Bayer for this purpose for the period of time Bayer requires such Transition Assets to perform its obligations under any of the Ancillary Agreements.
Transition Assets. To the extent Spectrum or its Affiliates requires the use of any Acquired Asset to perform its obligations under any of the Ancillary Agreements (the “Transition Assets”), Spectrum will inform Purchaser of such need and Purchaser will make such Transition Assets available to Spectrum for this purpose for the period of time Spectrum requires such Transition Assets to perform its obligations under any of the Ancillary Agreements.