Affiliate Assets Sample Clauses
The 'Affiliate Assets' clause defines which assets owned or controlled by a company's affiliates are included or excluded in the scope of an agreement. Typically, this clause clarifies whether assets held by subsidiaries, parent companies, or other related entities are subject to the terms of the contract, such as in a sale, licensing, or security arrangement. By specifying the treatment of affiliate-owned assets, the clause ensures clarity and prevents disputes over which assets are covered, thereby reducing the risk of misunderstandings between the parties.
Affiliate Assets. The sale, transfer, assignment and delivery of the Affiliate Purchased Assets and the assumption of the Affiliate Assumed Liabilities of each Selling Affiliate by Buyer or a Buyer Affiliate will be effected pursuant to a short-form asset purchase agreement, to be mutually agreed to by the Parties and consistent with the general terms and conditions set forth in this Agreement (each, an “Affiliate Asset Purchase Agreement”) on a country-by-country basis (or otherwise for certain transfers of Proprietary Rights) as designated by Buyer. Each Affiliate Asset Purchase Agreement shall be in substantially the same form as the form of Affiliate Asset Purchase Agreement attached hereto as Exhibit C, except (as Buyer and Seller shall reasonably agree) for (i) the deletion of provisions which are inapplicable to such Selling Affiliate, the Affiliate Purchased Assets or the Affiliate Assumed Liabilities covered by such agreement, (ii) such changes as may be necessary to satisfy the requirements of applicable local law (including any applicable Tax laws), (iii) such changes as may be reasonably agreed upon by Buyer and Seller regarding employees and employee benefits and compensation matters in order to adapt such agreement to the particular circumstances of the relevant Selling Affiliate and country, provided that such changes shall be consistent with the principles underlying the corresponding provisions of this Agreement and (iv) such other changes as may be reasonably agreed to by Seller and Buyer; provided that the sale of all Proprietary Rights shall be effected pursuant to that certain ▇▇▇▇ of Sale and Assignment Agreement attached hereto as Exhibit D. Notwithstanding the foregoing, Seller shall be fully responsible for all indemnification obligations with respect to its respective Affiliates that may arise under any of the Affiliate Asset Purchase Agreements.
Affiliate Assets. At or prior to the Closing, and subject in each case to prior approval by Buyer, the Member shall use its commercially reasonable efforts to cause each of the Affiliate Assets other than the Affiliate Assets set forth on Schedule 6.9 hereto and the Member Retained IP to be transferred to the Company pursuant to one or more instruments of assignment and/or assumption, as appropriate, in form and substance reasonably satisfactory to Buyer. For the avoidance of doubt, to the extent permitted by the counterparty, the Member and its Affiliates will be released from all obligations thereunder.
Affiliate Assets. To the extent that any Purchased Assets ("Affiliate Assets") are owned by an affiliate or associate (as defined in the Canada Business Corporations Act), of the Vendor or by entities which the Vendor otherwise controls or directs, the Vendor shall cause the owner of the Affiliate Assets to transfer the Affiliate Assets to the Purchaser pursuant to this Agreement as if such Affiliate Assets were owned by the Vendor as of the date hereof.
Affiliate Assets. The Affiliate Assets listed on SCHEDULE 3.4 hereto constitute all of the ------------ assets, properties and rights owned by the Shareholder or any of his Affiliates (other than the Company) that are used in or necessary for the conduct of the Business as currently conducted.
Affiliate Assets. To the extent that before or after the Effective Time any Party identifies that an affiliate of the Sellers or family member of any Selling Party owns or has any interest in any Asset or any asset used in the operation of the Transferred Restaurants that would otherwise constitute an “Asset” under this Agreement if owned by the Sellers, the Selling Parties shall cause such affiliate or family member to transfer all of such affiliate's or family member's interests in such asset to Wendy's for no additional consideration. Any such assets will be deemed Assets for all purposes hereunder.
Affiliate Assets. Assets of any Affiliate of any Seller (other than any Seller) including, without limitation, all assets of Allegiant Air, LLC and all Personal Information relating to the customers of Allegiant Air, LLC. For the avoidance of doubt, such assets shall not include any Asset Related Property.
Affiliate Assets. All assets of L&J and LBI Distributors, Inc., a New Jersey corporation (“LBI”), including those which are located on real property that is owned or leased by Seller; and
Affiliate Assets. At any time on or after the earlier of (a) ten (10) Business Days after the Effective Date, or (b) the date of the initial Credit Extension hereunder (such earlier date, the “Affiliate Negative Pledge Date”): Except to the extent disclosed to Bank in writing in a Schedule of Exceptions delivered to and approved by Bank in writing in its sole discretion on or prior to the Affiliate Negative Pledge Date, (i) any direct or indirect Subsidiary of Parent conveys, sells, leases, transfers, assigns, or otherwise disposes of all or any part of its business or property, other than Transfers (A) of Inventory in the ordinary course of business; (B) of worn‑out or obsolete Equipment; (C) in connection with Permitted Liens and Permitted Investments; (D) of non-exclusive licenses for the use of such property in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; (E) consisting of such entity’s use or transfer of money or Cash Equivalents in the ordinary course of business in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; and (F) of such entity’s property to Borrower or to Parent so long as the secured guaranty by Parent of the Obligations remains in full force and effect; (ii) any direct or indirect Subsidiary of Parent creates, incurs, assumes, or becomes liable for any Indebtedness other than Permitted Indebtedness; (iii) any direct or indirect Subsidiary of Parent creates, incurs, allows, or suffers a Lien on any of its property; or (iv) any direct or indirect Subsidiary of Parent enters into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any other Person which directly or indirectly prohibits or has the effect of prohibiting such Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any its Intellectual Property.
Affiliate Assets. (a) To the extent necessary Seller shall, and shall cause any of its Affiliates to, transfer and assign prior to the Closing Date all of Seller's and any of its Affiliate's right, title and interest in and to (i) assets, properties and rights of every kind and description whatsoever, including, without limitation, real and personal property, that are used primarily in the Business but are owned by Seller or any of its Affiliates other than the CenturyTel Entities (the "Affiliate Assets") to the Company or one or more of its wholly-owned Subsidiaries and (ii) the Cellular Interests listed on Schedule 2.4(a) to the applicable CenturyTel Entity for each such Cellular Interest specified on Schedule 2.4(a), in each case under clauses (i) and (ii) in the form of the assignment instrument attached hereto as Exhibit A (the "Assignment Instrument") or the applicable purchase agreement in the form attached hereto as Schedule 5.5(b)(ii).
(b) Buyer acknowledges that it will not be acquiring the Excluded Licenses listed on Schedule 2.4(b), and that Seller may cause MVI Corp. to transfer and assign on or before the Closing Date all right, title and interest of MVI Corp. in and to the Excluded Licenses to Seller or one of its Affiliates. Any transfers or other actions taken with respect to the Excluded Licenses pursuant to this Section 2.4(b) shall be without recourse to, and shall not impose any Liability upon, any CenturyTel Entity from and after the Closing Date. Without limiting the generality of the preceding sentence and in addition to the indemnification obligations of Seller set forth elsewhere herein, Seller shall indemnify, defend and hold harmless each Buyer Indemnitee against and in respect of any and all Losses or Taxes incurred or suffered by any Buyer Indemnitee that result from, relate to or arise out of any breach of this Section 2.4(b).
Affiliate Assets. Prior to the Closing, and subject in each case to prior approval by Buyer, the Member shall cause each of the Affiliate Assets other than the Employment Agreements, the Option Grant Agreements and the Member Retained IP (including the ABMB Agreement, the Lake ▇▇▇▇▇▇▇ Lease and any other Contracts relating to the Casino to which the Member, but not the Company, is a party, but excluding the Las Vegas Lease) to be transferred to the Company pursuant to one or more instruments in form and substance reasonably satisfactory to Buyer, including, to the extent necessary, any rights granted to the Member pursuant to the Proces Verbal and Resolution adopted by the Calcasieu Parish Police Jury on May 19, 2011.