Common use of Non-Transferred Assets Clause in Contracts

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. Notwithstanding any provisions of Sections 2.1 or 2.2 to the contrary, the assets of Cyclone Cameron and its Affiliates (the “Non-Transferred Cyclone Cameron Assets”) and of Storm Schlumberger and its Affiliates (the “Non-Transferred Storm Schlumberger Assets”), in each case that are not used or held for use primarily in and are not primarily related to the Cyclone Cameron Subsea Business or the Storm Schlumberger 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 CycloneCameron, Storm Schlumberger and their respective Affiliates that are set forth in Section 2.3 of the Cyclone Cameron Disclosure Letter and Section 2.3 of the Storm Schlumberger Disclosure Letter; (b) The Cyclone Cameron Retained IP and the Storm Schlumberger Retained IP, including the Intellectual Property identified in Section 9.6 of the Cyclone Cameron Disclosure Letter or Section 9.7 of the Storm Schlumberger Disclosure Letter, as applicable; (c) All assets being leased, subleased or licensed to the Venture Entities or one of its subsidiaries by CycloneCameron, Storm Schlumberger or their respective subsidiaries, that are set forth in Section 2.3(c) of the Cyclone Cameron Disclosure Letter or Section 2.3(c) of the Storm Schlumberger Disclosure Letter, as applicable, on the terms specified therein; (d) All insurance policies and contracts (including those issued by captive insurance companies) maintained by CycloneCameron, Storm Schlumberger 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 CycloneCameron, Storm Schlumberger 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 considerationsconsiderations or because it was not operationally feasible to sweep such cash prior to Closing, 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. Any such cash shall not count towards the working capital of a party required to be contributed pursuant to Section 3.3.