Unidentified Assets Sample Clauses
The Unidentified Assets clause defines how assets that are not specifically listed or described in an agreement are to be treated. In practice, this clause clarifies whether such assets are included or excluded from a transaction, such as in a sale or transfer of property, and may set out procedures for identifying or dealing with these assets if discovered later. Its core function is to prevent disputes or confusion over ownership or responsibility for assets that were not expressly mentioned, thereby ensuring clarity and reducing the risk of future disagreements.
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Unidentified Assets. (a) For any Affected Services, if after the corresponding Cutover Date, any Resources are discovered that were not identified by Supplier pursuant to Sections 5.2 through 5.5 (each, an “Unidentified Asset”), Supplier shall provide Triple-S or the Successor Supplier with notice of such discovery (such notice for any such Unidentified Asset, a “Discovery Notice” for such asset), which Discovery Notice shall provide a description of the corresponding Unidentified Asset that includes the information described in Sections 5.2 through 5.5, as applicable.
(b) As of the Cutover Date, Supplier hereby grants to Triple-S and its designees, at no additional charge, to the greatest extent possible given Supplier’s existing rights, perpetual, irrevocable rights of access to, and use of the Unidentified Assets; provided, however, that with respect to any Unidentified Asset that is Leased Equipment or a Third Party Agreement, Supplier may terminate the lease or agreement corresponding to such Unidentified Asset at Supplier’s expense, but only after: (i) Supplier has provided Triple-S with a Discovery Notice for such Unidentified Asset, (ii) Supplier has presented Triple-S with a complete copy of the corresponding agreement and has provided Triple-S with the opportunity to exercise its rights pursuant to Sections 5.2(c) and 5.3(b); and (iii) Triple-S has notified Supplier that it does not wish to exercise its rights pursuant to Sections 5.2(c) or 5.3(b). For any such Unidentified Asset that is Leased Equipment or a Third Party Agreement, Triple-S shall provide the notification as to whether it wishes to accept assignment of the corresponding lease or agreement within thirty (30) days after Supplier’s delivery of the corresponding agreement to Triple-S pursuant to clause (ii) of this Section 5.6(b).
Unidentified Assets. If the Program Sponsor receives any money, securities or other property from a source other than the Participant or Employer and has not received appropriate notification that such assets are to be accepted for the Custodial Account, the Program Sponsor is authorized to return such assets to the person from whom they were received. Neither the Program Sponsor nor the Custodian will be liable for any assets returned in such circumstances.
Unidentified Assets. If the Plan Provider receives any money, securities or other property from a source other than the Participant or Employer and has not received appropriate notification that such assets are to be accepted for the Custodial Account, the Plan Provider is authorized to return such assets to the Person from whom thy were received. Neither the Plan Provider, the Advisor nor the Custodian will be liable for any assets returned in such circumstances.
Unidentified Assets. If the Custodian receives any money, securities or other property from a source other than the Customer and has not received appropriate notification that such assets are to be accepted for the Custodial Account, the Custodian is authorized to return such assets to the Person from whom they were received. The Custodian will not be liable for any assets returned in such circumstances.
Unidentified Assets. If the Trustee receives any money, securities or other property from a source other than the Company and has not received appropriate notification that such assets are to be accepted for the Trust, the Trustee is authorized to return such assets to the person from whom they were received. The Trustee will not be liable for any assets returned in such circumstances.
Unidentified Assets. (a) If any Party becomes aware that there are any Unidentified Assets, such Party shall notify the other Parties of the alleged Unidentified Asset (the “Alleged Unidentified Asset”) with a reasonable level of detail (the “Unidentified Asset Notification”). To be valid, the Unidentified Asset Notification shall be sent by any Party to the other before the expiry of: (i) a twelve (12)-month period following Closing for any Unidentified Asset which does not correspond to an Unidentified Tax Liability, and (ii) a thirty-six (36)-month period for any Unidentified Tax Liability.
(b) Upon receipt of an Unidentified Asset Notification, the Owners shall enter into good faith discussions in order to determine, within ten (10) Business Days of receipt of the Unidentified Asset Notification, whether the Alleged Unidentified Asset constitutes an Unidentified Asset, and if so agree in good faith:
(i) on the way that such Unidentified Asset shall be allocated; and
(ii) whether such Unidentified Asset would, if it had been identified as such immediately prior to Closing, have resulted in any adjustment to the purchase price under the Asset Transfer Agreements or Share Purchase Agreements (the amount of any adjusting payments required to put the Parties in the position that they would have been in if such Unidentified Asset would have been identified and valued immediately prior to Closing (the “Unidentified Asset Payment”)).
(c) If the Owners conclude that the Unidentified Asset should have been transferred to any of VNE, Z2Co or a Subsidiary, or remained with Zenuity (the “Correct Unidentified Asset Owner”), the said Unidentified Asset shall be transferred to such Correct Unidentified Asset Owner, and the relevant parties shall:
(i) execute all such deeds and documents as may be reasonably necessary for the purpose of transferring the Unidentified Asset free of any third-party rights to Correct Unidentified Asset Owner; and
(ii) do all such further acts and things and execute all such other documents as may be necessary to validly effect the transfer of the Unidentified Asset to the Correct Unidentified Asset Owner, in each case, provided that, if any third-party consent, approval, authorization or waiver is required for the transfer, the process relating to non-transferable assets, non-assignable contracts and non-assumable liabilities as set out in Sections 3.2-3.3 of the Asset Transfer Agreements shall apply.
(d) All costs and expenses arising out of compliance with a...