Common use of Identified Assets Clause in Contracts

Identified Assets. For six (6) months after Closing, either Party may identify any asset or property that such Party reasonably believes is a Transferred Asset that was not transferred at Closing or an Excluded Asset that was transferred at Closing (each, an “Identified Asset”) and request in writing that such other Party promptly assign, transfer, convey or deliver such Identified Asset to such Party. Unless either Party contests in good faith the identification of such asset or property as a Transferred Asset or an Excluded Asset, as the case may be, within ten (10) Business Days of such written request by providing written notice thereof to the other Party and specifying in detail the basis for its objection (such notice, an “Dispute Notice”), such other Party shall promptly assign, transfer, convey or deliver such Identified Asset to the other Party, which from such time shall be deemed a Transferred Asset or an Excluded Asset, as the case may be, for all purposes of this Agreement. In the event that either Party contests in good faith the identification of an asset or property as Transferred Asset or an Excluded Asset, as the case may be, in accordance with the immediately preceding sentence of this Section 5.26, then the Parties shall reasonably cooperate with each other in the resolution of such dispute, and if such dispute is not resolved within 30 days of either Party providing an Dispute Notice, then the Parties shall submit such dispute to a Third Party arbitrator reasonably acceptable to each Party for binding resolution.

Identified Assets. For six (6) months after Closing or any Deferred Closing, as applicable, either Party may identify any asset or property that such Party reasonably believes is a Transferred Asset that was not transferred at Closing or such Deferred Closing, as applicable, or an Excluded Asset that was transferred at Closing or such Deferred Closing, as applicable (each, an “Identified Asset”) and request in writing that such other Party promptly assign, transfer, convey or deliver such Identified Asset to such Party. Unless either Party contests in good faith the identification of such asset or property as a Transferred Asset or an Excluded Asset, as the case may be, within ten (10) Business Days of such written request by providing written notice thereof to the other Party and specifying in detail the basis for its objection (such notice, an “Dispute Notice”), such other Party shall promptly assign, transfer, convey or deliver such Identified Asset to the other Party, which from such time shall be deemed a Transferred Asset or an Excluded Asset, as the case may be, for all purposes of this Agreement. In the event that either Party contests in good faith the identification of an asset or property as Transferred Asset or an Excluded Asset, as the case may be, in accordance with the immediately preceding sentence of this Section 5.26, then the Parties shall reasonably cooperate with each other in the resolution of such dispute, and if such dispute is not resolved within 30 days of either Party providing an Dispute Notice, then the Parties shall submit such dispute to a Third Party arbitrator reasonably acceptable to each Party for binding resolution.