Examples of Shared Use Assets in a sentence
Except as set forth in Schedule 4.12, the Purchased Assets constitute in all material respects the assets necessary for the conduct of the Purchased Business as conducted by Sellers during the 12 months prior to the date hereof, subject to the understanding that the Purchased Assets do not include master service agreements with customers, the Shared Use Assets, or all of the personnel and assets that provide administrative and similar support services for the Purchased Business.
Except for the Seller Shared Use Assets and subject to the Transition Services Agreement, the Purchased Assets constitute (i) all of the property and assets used by Seller exclusively for the conduct of the Biotest Therapy BU and (ii) all assets, rights and properties necessary for the conduct of the Biotest Therapy BU as the same is conducted on the date hereof in all material respects, consistent with the past practice of Seller with respect to the Biotest Therapy BU.
Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 1.3, Buyer is not assuming and is not becoming responsible for (a) any Liability with respect to the Excluded Assets or the Shared Use Assets or (b) any Liability of Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”).
Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 1.1, the Acquired Assets shall not include the Excluded Assets or the Shared Use Assets, and Buyer shall in no way be construed as having purchased or acquired (or be obligated to purchase or acquire) any interest whatsoever in any such Excluded Assets or Shared Use Assets.
As part of the Disentanglement, upon the expiration or termination of this Agreement, EDS shall identify and assist Kellwood in procuring suitable functionally equivalent replacements for any Shared Resources or Shared Use Assets, such as hardware, software, networks or platforms then used by EDS, to provide the Services.
Provider will offer all baseline technology upgrades without an increase in charges to Investors; provided, however, that Investors will purchase or lease any necessary upgrades to Investors-Owned Equipment (and equipment used by Provider exclusively to provide the Services specified in Schedule X to Investors, hereinafter “Web Hosting Equipment”) and Provider will purchase or lease any necessary upgrades to Shared Use Assets and Provider Assets (except for the Web Hosting Equipment).
Schedule L lists all Shared Use Assets that Provider will be using to provide the Services at the completion of the Transition period.
Subject to Section 9 (Proprietary Rights) and Section 12 (Disentanglement), upon the expiration or termination of this Agreement, Provider shall identify and assist Investors in procuring (at Investors’ expense, except as otherwise provided in Section 9) suitable functionally equivalent replacements for any Shared Use Assets, such as hardware, software, networks or platforms then used by Provider, to facilitate a smooth transition of the Services back to Investors.
Seller and Buyer shall each have used reasonable efforts to split or segregate the Shared Use Assets pursuant to Section 6.7(d), and to split or segregate any other Purchased Assets to the extent necessary to the Excluded Business, if agreed by the Parties.