Omitted Assets. With respect to assets of Intel with an -------------- individual value of Five Thousand Dollars ($5,000) or more, that are not included in Exhibit A, and are being used as of the date of this Agreement or are used between the date of this Agreement and the Effective Time by the Enhanced Video Services, the Enhanced Content Services or the Internet Security Services departments of Intel (except for third party computer software programs that, because of license restrictions imposed on Intel by the licensor, may not be transferred to Newco), if the parties reasonably conclude that such assets should have been included in Exhibit A (collectively, the "Omitted Assets"), --------- -------------- then Intel and Newco will execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the contribution of such Omitted Assets to Newco. The foregoing obligation shall terminate one hundred eighty (180) days after the Effective Time. Any such contribution of Omitted Assets by Intel shall be for no additional consideration payable to Intel. Intel shall contribute any Omitted Asset that was used (i) exclusively by the Enhanced Video Services, the Enhanced Content Services or the Internet Security Services department by assignment to Newco, subject to a license back to Intel, and (ii) on a shared basis by such departments and other departments of Intel by license to Newco, in each case on terms comparable to the manner of contribution utilized with respect to Contributed Assets that were used exclusively or on a shared basis, as the case may be, by such departments prior to the Effective Time. Upon any such contribution of an Omitted Asset, such Omitted Asset shall be deemed for all purposes hereof to constitute a "Contributed Asset." Notwithstanding the foregoing, Intel shall not have any obligation to expend any funds or to incur any other obligation in connection with the contribution, if any, of Omitted Assets other than normal out-of-pocket expenses (such as fees and expenses of counsel and accountants) reasonably necessary to consummate such contribution. Intel shall use commercially reasonable efforts to obtain consents of third parties required for the transfer of any Omitted Assets, provided that Intel shall not be obligated to make any payment or assume any obligation in order to obtain any consent.
Omitted Assets. Subject to the below clause 2.5, the Vendor agrees that should it be discovered after Completion that other assets historically used predominantly in connection with the Business are located, in the name of the Vendor or in the name of a Related Company of a Vendor or an associate of a Vendor (Additional Assets) then the Vendor shall procure the Additional Assets and arrange transference immediately to the ownership and control of the Company (or its nominee) and the Additional Assets shall be transferred free of any encumbrance whatsoever (the consideration for such Additional Assets being deemed to be included in the Purchase Price previously paid for the Shares).
Omitted Assets. If, after the Closing, the Purchaser reasonably determines that an asset owned or controlled by the Seller relating exclusively relating to the Compounds and material to the Exploitation of the Products (an “Omitted Asset”) was not transferred to the Purchaser at Closing as part of the Purchased Assets and notifies the Seller in writing of the existence of such Omitted Asset and the Purchaser’s belief that such Omitted Asset constitutes an Purchased Asset, the Seller shall cooperate in good faith with the Purchaser to determine whether such Omitted Asset should have been transferred to the Purchaser as an Purchased Asset, and if the Seller agrees that such Omitted Asset should have been transferred to the Purchaser at the Closing, the Seller shall either (a) transfer and assign the Omitted Asset to the Purchaser or (b) otherwise make the benefits of such Omitted Asset available to the Purchaser. Any consideration payable by the Purchaser for any such Omitted Assets shall be deemed to have already been included in the consideration for the Purchased Assets. Notwithstanding the foregoing, the Purchaser shall be responsible for payment of any fees or costs associated with the transfer of any Omitted Assets; provided however that each Party will bear their own legal costs in connection with such transfer.
Omitted Assets. Seller and Parent each agree that, should it be discovered after Closing that the Acquired Assets or other assets historically used principally in connection with the Business (other than the Excluded Assets) are in the name of Seller or Parent or any other person (“Additional Assets”), Seller and Parent shall immediately transfer, or cause the transfer of, the ownership and control of such Additional Assets to Buyer (or its nominee) and such Additional Assets shall be transferred free of any Encumbrance whatsoever (the consideration for such Additional Assets being deemed to be included in the Final Closing Consideration payable under Section 1.2 for the Acquired Assets).
Omitted Assets. The Vendor agree that should it be discovered after Completion that other assets historically used predominantly in connection with the Business are located, in the name of the Vendor or in the name of a Related Company of a Vendor or an associate of a Vendor (Additional Assets) then the Vendor shall, and shall procure, the Additional Assets are transferred immediately to the ownership and control of the Company (or its nominee) and the Additional Assets shall be transferred free of any encumbrance whatsoever (the consideration for such Additional Assets being deemed to be included in the Purchase Price previously paid for the Shares).
Omitted Assets. Section 1.1.......................11
Omitted Assets. Seller agrees to transfer (or cause to be transferred) to Purchaser, promptly upon demand therefor, at no cost to Purchaser, any asset or right (tangible or intangible and including without limitation any Contract) owned by Seller at any time between the date hereof and the Closing Date which does not appear on a Schedule hereto, if such asset or right is an Acquired Asset and Purchaser has demanded that such asset or right be transferred to it.
Omitted Assets. Following the Closing, to the extent not previously sold, conveyed, transferred, assigned or otherwise delivered to Purchaser at Closing pursuant to SECTIONS 2.1(A), as applicable, Seller and Seller Sub shall (and, as applicable, will cause their respective Affiliates to) convey, transfer, assign and deliver to Purchaser and Purchaser shall take delivery of and acquire from Seller and Seller Sub (and, as applicable, their respective Affiliates) all of their right, title and interest in, to and under any Assets (and, in the case of Assigned Contracts, all Liabilities associated therewith arising after the date of such transfer (other than such Liabilities that (A) were otherwise required to have been paid, performed or discharged on or prior to such date, (B)relate to goods or services received or sold on or prior to such date, (C) that otherwise result from a breach of or default under any such Assigned Contract on or prior to such date, or (D) are not related in any way to the Products or the Product Line Business)) as of the Effective Time of the following categories (without, in each case, the requirement that Assets of the category in question be listed in the Seller Disclosure Schedule to which the related definition refers) (collectively, the "OMITTED ASSETS"):
Omitted Assets. If within twenty-four (24) months after the Closing Date, either party or any of its Affiliates discovers that any properties, assets, goodwill or rights of ABB and/or its Affiliates primarily used or held for use in, or primarily relating to or arising out of the conduct of, the Business (other than the properties, assets, goodwill and rights described in Schedule 3.1(b)(i) hereto) ("OMITTED ASSETS") were not included in the NB Group and not subsequently transferred to Purchaser and/or its Affiliates, then such party shall so notify the other party, and at Purchaser's option, each party shall use all reasonable efforts to effect the transfer of such Omitted Assets from ABB and/or its Affiliates to the Purchaser and/or its Affiliates, and the assumption by Purchaser and/or its Affiliates of all Liabilities directly related to such Omitted Assets, in each case as soon as possible, without further consideration. The transfer shall be effected pursuant to an agreement between the relevant transferor and transferee, to which agreement Section 3.1(c) shall apply MUTATIS MUTANDIS.
Omitted Assets. In the event that either Seller or Purchaser becomes aware that record or beneficial ownership or possession of any asset that is an Acquired Asset (including that is identified as a result of the breach of the warranty of Section 3.6) has not been sold, assigned, licensed transferred, conveyed or delivered by the Seller to Purchaser at the Closing, such Party shall promptly notify the other Party thereof in writing and the Parties shall thereafter use their reasonable best efforts, and cooperate with each other, to, as soon as reasonably practicable, sell, assign, transfer, convey or deliver (or cause to be sold, assigned, transferred, conveyed or delivered) the relevant asset to Purchaser or its designated Affiliate.
