Transition Assets Sample Clauses

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 xxxx Xxxxxx requires such Transferred Assets to perform its obligations under any of the Ancillary Agreements.
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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:
Sample 1Sample 2
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.
Sample 1Sample 2
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 -32- <PAGE> 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 Busine...
Sample 1

Related to Transition Assets

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

Time is Money Join Law Insider Premium to draft better contracts faster.