Examples of Transition Assets in a sentence
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.
Transition Assets transferred to PGIO under this Section shall be deemed "Purchased Assets" upon the consummation of such transfer and assumption thereof.
On the applicable Subsequent Transfer Date for any Transition Assets, without the taking of any further action or the payment of additional consideration by any party hereto, all of the right, title and interest of IMS in and to any and all of such Transition Assets shall be assigned, transferred, conveyed and delivered to PGIO (who immediately thereafter shall contribute such Transition Asset to the Company), free and clear of all Liens except Permitted Liens.
Upon the provision by OTI of the Transition Assets Notice, any and all Scheduled Assets included therein shall be considered “delivered” by OTI.
On the Effective Date, the Trust Assets shall vest in the Trust free and clear of all liens, claims, and encumbrances, and the Transition Assets shall vest in each of the Post Confirmation Debtors.
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.
With respect to the Scheduled Assets and each tangible item within the Scheduled Assets, but not including the Transition Assets, on or before November 10, 2013 (the “Notice Date”), MSB shall specify by notice to OTI in writing a location for delivery of each of such items, which may include (y) any facilities of a third Person currently possessing such item or (z) such other location as MSB may determine (each (y) and (z), the “Delivery Location”).
From and after the Closing, IMS shall, and shall cause IMA to, take, or cause to be taken, all action necessary to transfer to PGIO (which shall simultaneously contribute such assets to the Company) without consideration any assets owned by them or their Affiliates that should have been transferred to PGIO at or prior to the Closing (or, with respect to any Purchased Asset included within the Transition Assets, at or prior to the applicable Subsequent Transfer Date) pursuant to this Agreement.
IMS and its Affiliates shall conduct their activities with respect to such Retained Contracts solely in accordance with Section 4.19(a) as if such Retained Contracts were Transition Assets and such Retained Contracts shall be held and managed for the benefit of the Company.
On the Effective Date, all Settlement Proceeds and all Avoidance Actions, and any other assets of the Debtors, save for the Transition Assets, shall be transferred to the Trust free and clear of all liens, claims, and encumbrances.