Non-Transferred Assets Clause Samples
The Non-Transferred Assets clause defines which assets are explicitly excluded from being transferred as part of a transaction or agreement. In practice, this clause lists specific items—such as certain contracts, intellectual property, or liabilities—that will remain with the seller and not pass to the buyer during a sale or merger. By clearly delineating these exclusions, the clause ensures both parties understand which assets are not part of the deal, thereby preventing disputes and ensuring clarity regarding the scope of the transaction.
Non-Transferred Assets. (a) If any Party discovers after the Separation Time that a member of the ATS Group has title to, or an interest in, a Photowatt Asset or a member of the Photowatt Group has title to, or an interest in, an ATS Asset (in either case, a “Non-Transferred Asset”), each Party shall (and shall cause the applicable member(s) of its Group to) cooperate and use commercially reasonable efforts to promptly transfer such title or interest to the appropriate Party (or another member of its Group designated by it), including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers.
(b) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset with respect to such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset.
Non-Transferred Assets. (a) Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment or transfer (or attempted assignment or transfer) to Buyer of any Acquired Asset would require the consent of any Person (other than a Party or a Party’s Affiliates) (each, a “Required Approval”) pursuant to its terms or applicable Law, and such Required Approval shall not have been obtained prior to the Closing (each such Acquired Asset with respect to which Required Approval has not been obtained, a “Non-Transferred Asset”), this Agreement shall not constitute an assignment or transfer (or an attempted assignment or transfer) thereof at Closing.
(b) From and after the Closing until the date that is nine months after the Closing Date, each of Buyer and Seller shall use its commercially reasonable efforts and cooperate in good faith (including executing any necessary documents) to obtain as promptly as practicable each Required Approval required with respect to the Non-Transferred Assets; provided, however, neither Seller nor any of its Affiliates shall be required to do any of the following, unless the failure to do any of the following would, with the passage of time or the giving of notice or both, result in a default or breach of Seller’s representations and warranties hereunder, (i) amend or modify any Contract that is not an Acquired Asset, (ii) modify, relinquish, narrow or forbear any right that constitutes an Excluded Asset, (iii) pay any consideration to any Person for the purpose of obtaining any such Required Approval or (iv) incur any out-of-pocket cost or expense to obtain any such Required Approval. Upon any such Required Approval being obtained, the relevant Non-Transferred Asset shall be automatically (without any further action required on the part of any Person) assigned and transferred to Buyer (provided that the Parties will execute any document required under applicable Law to complete such transfer in accordance with the transactions contemplated hereby).
(c) With respect to each Non-Transferred Asset, solely until the impracticalities of assignment referred to in this Section 1.8 are resolved with respect to such Non-Transferred Asset, to the extent not prohibited by applicable Law or by the terms of such Non-Transferred Asset, each of Buyer and Seller shall use its commercially reasonable efforts to enter into subcontracting arrangements, effective as of the Closing, or as promptly as practicable thereafter, to provide the economic and...
Non-Transferred Assets. If any Assigned Permits, Assigned Contracts, Easements or other Purchased Assets are not by their respective terms assignable to the Purchaser at the Closing to the extent that any applicable Third Party Consents are not obtained prior to Closing (each, a “Non-Transferred Asset”), the Seller and the Purchaser will use their commercially reasonable efforts to take such actions as may be possible without violation or breach of any such Non-Transferred Asset to effectively grant, as of Closing, the Purchaser the rights and economic benefits of such Non-Transferred Asset which may include that the Seller pass through third party payments to the Purchaser (or its designee) in order to grant such economic benefits to the Purchaser. If the Seller provides such rights and benefits, the Purchaser shall assume all Liabilities thereunder as of Closing, and shall indemnify, defend and hold harmless the Seller, and its Affiliates and their respective officers, directors, employees and agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of such Non-Transferred Asset, provided that the Purchaser shall not be required to indemnify the Seller, its Affiliates and their respective officers, directors, employees and agents to the extent any such Losses are solely attributable to Fraud or gross negligence on the part of the Seller, its Affiliates or their respective officers, directors, employees and agents.
Non-Transferred Assets. Notwithstanding anything in this Agreement to the contrary, to the extent that the transfer (or attempted transfer) to New AOAG of any AOAG Contributed Assets or to the Buyer (or a Buyer Designee) of any Transferred Assets would require the consent of any Person (other than a Sellers’ Retained Group Company or a Target Group Company) pursuant to its terms or applicable Law, and such consent has not been obtained either expressly or implicitly prior to the Contribution Date (in respect of the AOAG Contributed Assets) or the Closing Date (in respect of the Transferred Assets) (each, a “Non‑Transferred Asset”), the Buyer shall use and shall cause New AOAG or the relevant Buyer Designee to use, and General Motors shall cause AOAG and the relevant Assets Seller to use, reasonable efforts and each of them shall cooperate in good faith to obtain each consent required to the assignment or achieve the novation of such Non-Transferred Assets to New AOAG or the relevant Buyer Designee, as applicable. For the avoidance of doubt, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price in connection therewith.
Non-Transferred Assets. The Non-Transferred Assets shall have been retained by Sellers.
Non-Transferred Assets. Notwithstanding anything to the contrary in Section 4.10, to the extent not prohibited by applicable Tax Laws, the Seller and the Purchaser agree to treat and report, and to cause their respective Affiliates to treat and report, on their Tax Returns, any Non-Transferred Assets as assets owned by the Transferee Party after the Closing.
Non-Transferred Assets. Notwithstanding any provisions of Sections 2.1 or 2.2 to the contrary, the assets of Cyclone and its Affiliates (the “Non-Transferred Cyclone Assets”) and of Storm and its Affiliates (the “Non-Transferred Storm Assets”), in each case that are not used or held for use primarily in and are not primarily related to the Cyclone Subsea Business or the Storm Subsea Business, respectively, including the following assets, shall be retained by the respective parties and not be transferred to the Venture Entities:
(a) The assets of Cyclone, Storm and their respective Affiliates that are set forth in Section 2.3 of the Cyclone Disclosure Letter and Section 2.3 of the Storm Disclosure Letter;
(b) The Cyclone Retained IP and the Storm Retained IP, including the Intellectual Property identified in Section 9.6 of the Cyclone Disclosure Letter or Section 9.7 of the Storm Disclosure Letter, as applicable;
(c) All assets being leased, subleased or licensed to the Venture Entities or one of its subsidiaries by Cyclone, Storm or their respective subsidiaries, that are set forth in Section 2.3(c) of the Cyclone Disclosure Letter or Section 2.3(c) of the Storm Disclosure Letter, as applicable, on the terms specified therein;
(d) All insurance policies and contracts (including those issued by captive insurance companies) maintained by Cyclone, Storm or their respective Affiliates and all rights, Claims and causes of action under such insurance policies and contracts;
(e) The corporate seal, corporate minute books and stock books or other records having to do with the corporate organization of Cyclone, Storm and their respective Affiliates, except for the Venture Entities; and
(f) Except as provided in Section 2.2(n), cash. Notwithstanding the foregoing, if pre-Closing cash is retained by a Venture Entity due to legal, regulatory or tax considerations, then the Venture Entities and the party that owned such pre-Closing cash shall cooperate in good faith to enter into arrangements to transfer or otherwise provide the net economic benefit (after any Taxes or costs of transferring such cash or providing such benefit) of such pre-Closing cash to such party.
Non-Transferred Assets. The parties agree that the following real property shall be deemed to be Non-Transferred Assets:
(a) Schlumberger facilities in Orpington, UK and Calgary, Canada;
(b) Bake▇ ▇▇▇h▇▇ ▇▇▇ilities in Littleton, US and Croydon, UK;
(c) Interest of Western Atlas International, Inc. in Eastern Geophysical;
(d) Lease at Plot▇ ▇▇▇, ▇, ▇, ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇; ▇▇dustria Layout, Port Harcourt Nigeria; and
(e) Lease at 17 Mekunwen, Flat 2, Ikoy; Nigeria.
Non-Transferred Assets. Notwithstanding any provisions of Section 2.1 and Section 2.2 to the contrary, the following assets of Schlumberger and its Affiliates (the "NON-TRANSFERRED SCHLUMBERGER ASSETS") and of Bake▇ ▇▇▇h▇▇ ▇▇▇ its Affiliates (the "NON-TRANSFERRED BAKE▇ ▇▇▇H▇▇ ▇▇▇ETS") shall be retained by the respective parties and not be transferred to the Venture Entities:
(a) The assets of the Non-Transferred Schlumberger Businesses and of the Non-Transferred Bake▇ ▇▇▇h▇▇ ▇▇▇inesses;
(b) The assets of Schlumberger, Bake▇ ▇▇▇h▇▇ ▇▇▇ their respective Affiliates that are set forth on Exhibit 2.4.1 (Schlumberger, SOHL, SPLC, SLBV and STC) and Exhibit 2.
Non-Transferred Assets. If for any reason (including any legal impediment or the failure to obtain any necessary consent or approval) the transfer of any of the Purchased Assets (any such Purchased Assets being referred to herein as the “Non-Transferred Assets”) has not been effected by or on the Closing Date, Seller shall effect the transfer of the Non-Transferred Assets to Purchaser as soon as reasonably practicable