Derived Assets Clause Samples
The Derived Assets clause defines how assets that are created, developed, or generated from original assets are treated under the agreement. In practice, this clause specifies whether rights to these new or modified assets—such as data sets, software, or intellectual property developed from the original materials—belong to the original owner, the party creating the derived asset, or are shared. Its core function is to clarify ownership and usage rights of any new assets that result from the use or modification of the original assets, thereby preventing disputes and ensuring all parties understand their rights regarding derivative works.
Derived Assets. The Chargor shall, within three Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Collateral Agent or procure the delivery or payment to the Collateral Agent of:-
(A) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and
(B) transfers of any shares comprised in such Derived Assets duly executed by the Chargor or its nominee with the name of the transferee left blank or, if the Collateral Agent so requires, duly executed by the Chargor or its nominee in favour of the Collateral Agent (or the Collateral Agent's nominee) and stamped, and such other documents as the Collateral Agent may require to enable the Collateral Agent (or the Collateral Agent's nominee) or, after the Charge becomes enforceable, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the shares comprised in such Derived Assets.
Derived Assets. The Chargor shall, within two Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Security and Intercreditor Agent or procure the delivery or payment to the Security and Intercreditor Agent of:
Derived Assets. The Mortgagor shall promptly and in any event within 15 Business Days (or such later date as may be agreed upon by the Collateral Agent) of the issue, accrual or offer of any Derived Assets, deliver to the Collateral Agent or procure the delivery to the Collateral Agent of: (a) all share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to the Derived Assets; (b) such documents as are referred to Clauses 0 (7.1
Derived Assets. In respect of any Derived Assets to which the Mortgagor may be or become entitled before the shares to which they relate are registered in the name of the Nominee, the Mortgagor shall immediately upon receipt of the relevant share certificates, renounceable certificates, letters of allotment, documents of title or other evidence of entitlement thereto deliver the same to the Collateral Agent duly executed by the Mortgagor (or its nominee) in favour of the Nominee and shall promptly take whatever steps may be necessary to ensure that the Nominee becomes registered as the holder of any shares comprised in such Derived Assets.
Derived Assets. The Chargor shall, within two Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Security Trustee or procure the delivery or payment to the Security Trustee of:-
(A) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and
(B) transfers of any Shares comprised in such Derived Assets duly executed by the Chargor or its nominee with the name of the transferee left blank or, if the Security Trustee so requires, duly executed by the Chargor or its nominee in favour of the Security Trustee (or the Security Trustee's nominee), and such other documents as the Security Trustee may require to enable the Security Trustee (or the Security Trustee's nominee) or, after the occurrence of an Event of Default, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets.
Derived Assets. The Chargor shall, to the extent possible, deliver or pay to Laurus or procure the delivery or payment to Laurus of:
(A) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and
(B) transfers of any Shares comprised in such Derived Assets duly executed by the Chargor or its nominee with the name of the transferee left blank or, if Laurus so requires following an Event of Default that is continuing, duly executed by the Chargor or its nominee in favour of Laurus (or Laurus' nominee) and stamped, and such other documents as Laurus may require to enable Laurus (or Laurus' nominee) or, after the occurrence of an Event of Default that is continuing, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets, within 10 Business Days of their creation. This clause 4.2 (Derived Assets) does not apply to nor affect any Stiefel Shares in any way.
Derived Assets. Subject to clause 4.5, the Pledgor shall, within seven Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Administrative Agent or procure the delivery or payment to the Administrative Agent (to the extent not already delivered or paid) of:
(a) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and
(b) transfers of any Shares comprised in such Derived Assets duly executed by the Pledgor or (if appropriate) its nominee in whose name such shares are registered with the name of the transferee left blank or, if the Administrative Agent so requires, duly executed by the Pledgor or such nominee in favour of the Administrative Agent (or the Administrative Agent's nominee) and stamped, and such other documents as the Administrative Agent may reasonably require (and which the Pledgor may competently execute or procure) to enable the Administrative Agent (or the Administrative Agent's nominee) or, after the occurrence of an Event of Default, any purchaser to be registered as the owner or, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets.
Derived Assets. The Mortgagor shall promptly and in any event within 15 Business Days (or such later date as may be agreed upon by the Collateral Agent) of the issue, accrual or offer of any Derived Assets, deliver to the Collateral Agent or procure the delivery to the Collateral Agent of:
(a) all share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to the Derived Assets;
(b) such documents as are referred to Clauses 7.1(b) (Original Shares and Further Shares) in relation to any Shares comprised in such Derived Assets; and
(c) such other documents as the Collateral Agent may reasonably require to enable the Collateral Agent (or its nominee) or, after the occurrence of an Enforcement Event, any Receiver or any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Derived Assets in accordance with this Deed.
Derived Assets. The Chargor shall, within two Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Lender or procure the delivery or payment to the Lender of:
(1) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and
(2) transfers of any Shares comprised in such Derived Assets duly executed (but undated) by the Chargor or its nominee with the name of the transferee left blank, or if the Lender so requires, duly executed by the Chargor or its nominee in favour of the Lender (or the Lender's nominee) and stamped, and such other documents as the Lender may require to enable the Lender (or the Lender's nominee) or, after the occurrence of an Event of Default, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets.