Enhabit Assets definition
Examples of Enhabit Assets in a sentence
Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (other than the Tax Matters Agreement), including regarding whether any Assets are Enhabit Assets, any Liabilities are Enhabit Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement (a “Dispute”), shall provide written notice thereof to the other Party (the “Officer Negotiation Request”).
All transferred Enhabit Assets and Encompass Assets, including transferred Technology, that can be delivered by electronic transmission will be so delivered or made available to Enhabit, Encompass or their respective designees (as applicable), at a designated FTP site or in another electronic form to be reasonably determined by the Parties.
Enhabit hereby waives compliance by each and every member of the Encompass Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Enhabit Assets to any member of the Enhabit Group.
For the purposes of this Agreement, “Encompass Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the Enhabit Assets.
Notwithstanding the foregoing, any such Enhabit Assets or Enhabit Liabilities shall continue to constitute Enhabit Assets and Enhabit Liabilities for all other purposes of this Agreement.