Legacy Assets Clause Samples
The Legacy Assets clause defines how assets that predate a particular agreement or transaction are to be treated. Typically, it specifies which party retains ownership, responsibility, or liability for these pre-existing assets, and may outline any exceptions or special handling required. This clause is essential for clarifying the status of assets acquired or created before the effective date of the agreement, thereby preventing disputes over ownership or responsibility and ensuring a clear division between old and new assets.
Legacy Assets. The Client acknowledges and agrees that the Advisor shall not be liable for the actions of any previous investment advisor or broker, investment personnel, custodian or entity which makes investment decisions concerning Account Assets whose management the Advisor assumes or is in the process of assuming (“Legacy Assets”). The Client acknowledges that the Advisor shall be held harmless indefinitely for any losses or for any forgone gains or benefits as the result of the sale or disposition or any other transaction of such securities incurred in these securities: a) before the assumption of the Legacy Assets; b) after the assumption of the Legacy Assets if the Advisor has made all reasonable efforts pursuant to Section 12 to invest or divest the Legacy Assets in accordance with the Plan.
Legacy Assets. You acknowledge and agree that Wealthsimple will not be liable for the actions of any previous investment advisor, portfolio manager, broker, custodian or entity which makes investment decisions concerning Account Assets whose management Wealthsimple assumes or is in the process of assuming (“Legacy Assets”). You acknowledge that Wealthsimple will not be held accountable for any losses, costs (including but not limited to deferred sales charges and account closing fees) or forgone gains or benefits as a result of the sale or disposition or any other transaction of such securities incurred a) before the assumption of the Legacy Assets; or b) after the assumption of the Legacy Assets if Wealthsimple has made all reasonable efforts to divest the Legacy Assets in accordance with the Investor Policy Statement.
Legacy Assets. Notwithstanding anything to the contrary contained in this Agreement, Parent may enter into one or more definitive agreements relating to the license, sale, divestiture and/or winding down of any Legacy Assets if (i) Company approves in writing any such definitive agreements, (ii) any such license, sale, divestiture and/or winding down would not prevent or delay the Merger or the other applicable Contemplated Transactions and (iii) any such license, sale, divestiture and/or winding down would be consummated after the Effective Time.
Legacy Assets. (a) If, within the two (2) year period following the Closing, Buyer or any Seller identifies any Legacy Asset that was exclusively used in the operation of the global online travel business operated under the Transferred Brand prior to January 29, 2014, such Seller shall notify Buyer thereof (if a Seller identifies such Legacy Assets) or Buyer may provide notice thereof to the Sellers. Upon receipt or delivery, as applicable, of such notice, the Sellers shall use reasonable efforts to locate such Legacy Asset and upon locating such Legacy Asset shall, at Buyer’s election, transfer Sellers’ right, title and interest therein to Buyer.
(b) If, within the two (2) year period following the Closing, Buyer identifies any Legacy Asset (other than (a) Trademarks and (b) domain names (other than domain names that currently (i) redirect to a Transferred Brand branded domain name or (ii) function as landing or similar pages that primarily direct traffic to a Transferred Brand branded domain name, in each case excluding any Sabre branded domain name)) that was used (but not exclusively used) in the operation of the global online travel business operated under the Transferred Brand prior to January 29, 2014, Buyer may provide notice thereof to the Sellers. Upon receipt of such notice, the Sellers shall use reasonable efforts to locate such Legacy Asset and upon locating such Legacy Asset, Buyer and the Sellers shall discuss in good faith, acting reasonably, granting Buyer access to such Legacy Asset; provided, however, that if such grant of access to such Legacy Asset pursuant to this Section 5.12(b) would in the aggregate materially impair the value of the business of the Sellers and their controlled Affiliates, as determined pursuant to the Escalation Procedures, Buyer shall have no right to use such Legacy Asset.
(c) With respect to any Legacy Asset assigned to Buyer pursuant to this Agreement consisting of source code, Buyer hereby grants to the Sellers a non-exclusive, perpetual, irrevocable, worldwide, sublicenseable, royalty-free, fully-paid up license to make, use, operate, copy, modify and exploit such Intellectual Property.
(d) Seller hereby grants Buyer a non-exclusive, royalty-free, fully paid up, worldwide license under the patents set forth on Schedule 5.12(d) (the “Legacy Patents”) with the right to grant sublicenses for the term of the last-expiring Legacy Patent to use, make, have made, sell, offer to sell, and import products and services related to th...
Legacy Assets. 11.1.1 Subject to Clause 11.1.2 the Authority permits, subject to the terms of this Agreement, the Contractor, its Sub-contractors (and any of its or their respective sub-contractors), the Contractor Employees, each counterparty to the Commercial Contracts, any Appointed Representative and Suitable Substitute Contractor to:
(A) survey the Legacy Assets;
(B) use, operate, repair and maintain the Legacy Assets;
(C) replace, dispose of and store the Legacy Assets; and
(D) enforce in the name of the Authority any repair and maintenance obligations and other liabilities with Third Parties in respect of the Legacy Assets, as necessary or appropriate to provide each Relevant Service and perform the Commercial Contracts, in each case in accordance with, and subject to, this Agreement.
(A) The permissions granted pursuant to Clause 11.1.1(A) shall apply to all Legacy Assets from the Step 1a milestone event.
(B) The permissions granted pursuant to Clause 11.1.1(B) and (D) shall apply to:
(1) those Legacy Assets that make up and support the Regional Network and National Network, from the Interim Service Start Date;
(2) all other Legacy Assets in respect of the Transmission Service, from the Step 3 milestone event; and
(3) all Legacy Assets in respect of the Aerial Site Service and Camera Mast Service (if applicable), from the Relevant Assumption Date in respect of the Aerial Site Service and Camera Mast Service (as the case may be).
(C) The permissions granted pursuant to Clause 11.1.1 (C) shall apply to the Legacy Assets which relate to a Relevant Service from the Relevant Assumption Date in respect of that Relevant Service. In relation to Legacy Assets, the Contractor, its Sub-contractors (and any of its or their respective Sub-contractors), the Contractor Employees, each counterparty to the Commercial Contracts, any Appointed Representative and Suitable Substitute Contractor shall not have any permissions other than those set out in Clause 11.1.1.
11.1.3 Without prejudice to Clause 12 (Responsibility for the Assets) but subject to Clause 11.1.4, the Authority warrants that the information set out in Schedule 12 (Warranted Information) is (save to the extent indicated to the contrary in Schedule 12) true and accurate in all material respects as at the date specified in Schedule 12 in respect of the information.
11.1.4 Without prejudice to any liability for fraudulent mis statement, the Contractor shall not be entitled to any remedy for a breach of Clause 11.1.3 oth...
Legacy Assets. (a) If, within the two (2) year period following the Closing, Buyer or any Seller identifies any Legacy Asset that was exclusively used in the operation of the global online travel business operated under the Transferred Brand prior to January 29, 2014, such Seller shall notify Buyer thereof (if a Seller identifies such Legacy Assets) or Buyer may provide notice thereof to the Sellers. Upon receipt or delivery, as applicable, of such notice, the Sellers shall use reasonable efforts to locate such Legacy Asset and upon locating such Legacy Asset shall, at Buyer’s election, transfer Sellers’ right, title and interest therein to Buyer.
(b) If, within the two (2) year period following the Closing, Buyer identifies any Legacy Asset (other than (a) Trademarks and (b) domain names (other than domain names that currently (i) redirect to a Transferred Brand branded domain name or (ii) function as landing or similar pages that primarily direct traffic to a Transferred Brand branded domain name, in each case excluding any Sabre branded domain name)) that was used (but not exclusively used) in the operation of the global online travel business operated under the Transferred Brand prior to January 29, 2014, Buyer may provide notice thereof to the Sellers. Upon receipt of such notice, the Sellers shall use reasonable efforts to locate such Legacy Asset and upon locating such
Legacy Assets a. Updated design patterns for To-Be Architecture and DA Approval, Performance Testing Execution External File Transfer, Payment Gateway:a. Completion Reports. Schedule 2: Call-Off Contract charges For each individual Service, the applicable Call-Off Contract Charges (in accordance with the Supplier’s Digital Marketplace pricing document) can’t be amended during the term of the Call-Off Contract. The detailed Charges breakdown for the provision of Services during the Term will include: Part B: Terms and conditions