Other Assets and Agreements Sample Clauses

Other Assets and Agreements. Upon the discovery by the Seller or any of its Affiliates of any item included within the definition of Acquired Assets but not transferred, conveyed or assigned to the Purchaser or any Designee, such Seller will, and will cause its Affiliates to, (a) deliver written notice to the Purchaser of the existence and non- transfer, non-conveyance or non-assumption of such item and provide the Purchaser with all the information in Seller's possession about, and with access to, such item as the Purchaser may reasonably request, and (b) if requested by the Purchaser, shall use commercially reasonable efforts to transfer, convey or assign to the Purchaser or its Designee (as specified by the Purchaser) such item in the manner and on the terms and conditions that would have been applicable as if it had originally been identified as an Acquired Asset under this Agreement, subject to Applicable Laws and the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 5.13 will survive the Closing.
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Other Assets and Agreements. Following the Closing, upon the discovery by any Seller or any of its Affiliates or by Buyer of any asset or property used primarily in connection with the Business or the Assets that is not an Excluded Asset and that was not transferred, conveyed or assigned to Buyer hereunder but used or held for use by any of the Sellers or any of their respective Affiliates, the Sellers, jointly and severally, shall, and shall cause their respective Affiliates to, (a) deliver written notice to Buyer of the existence and non-transfer, non-conveyance or non-assumption of such item and provide Buyer with all the information about and with access to such item as Buyer may reasonably request, and (b) if requested by Buyer, shall use commercially reasonable efforts to transfer, convey or assign to the Buyer or its Affiliates (as specified by Buyer) such item in the manner and on the terms and conditions as if it were an Asset under this Agreement, subject to applicable Law and the terms of this Agreement. The provisions of this Section 6.10 shall survive the Closing.
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Other Assets and Agreements. Upon the discovery by Sellers or any of their Affiliates of any item included within the definition of Acquired Assets but not transferred, conveyed or assigned to Purchaser, Sellers will, and will cause their Affiliates to, (i) deliver written notice to Purchaser of the existence and non-transfer, non-conveyance or non-assumption of such item and provide Purchaser with all the information in Sellers' possession about and with access to such item as Purchaser may reasonably request, and (ii) if requested by Purchaser, shall use commercially reasonable efforts to transfer, convey or assign to Purchaser such item in the manner and on the terms and conditions as if it were an Acquired Asset under this Agreement, subject to Applicable Laws and the terms of this Agreement. The provisions of this SECTION 5.10 shall survive the Closing.
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Other Assets and Agreements. Upon the discovery by any Seller or any of its Affiliates of any item included within the definition of Purchased Assets but not transferred, conveyed or assigned to the Buyer or any Designee, such Seller shall, and shall cause its Affiliates to, (a) deliver written notice to Parent of the existence and non-transfer, non-conveyance or non-assumption of such item and provide Parent with all the information about and with access to such item as Parent may reasonably request, and (b) if requested by Parent, shall use commercially reasonable efforts to transfer, convey or assign to the Buyer or its Designee (as specified by Parent) such item in the manner and on the terms and conditions as if it were a Purchased Asset under this Agreement, subject to applicable Law and the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 6.5 shall survive the Closing.
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Other Assets and Agreements. Upon the discovery by any Seller or any of its Affiliates of any item included within the definition of Purchased Assets but not transferred, conveyed or assigned to the Purchaser or any Designee, such Seller shall, and shall cause its Affiliates to, deliver written notice to the Purchaser of the existence and non-transfer, non-conveyance or non-assumption of such item and provide the Purchaser with all the information about and with access to such item as the Purchaser may reasonably request, and, if requested by the Purchaser, transfer, convey or assign to the Purchaser or its Designee (as specified by the Purchaser) such item, subject to applicable Law and the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 8.3 shall survive the Closing.
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Other Assets and Agreements. If, after the date hereof, Sellers or any Designated Entity should enter into any Contract, agreement or other arrangement, customer or vendor Contracts entered into in the ordinary course of business, that would have constituted an Acquired Asset if entered into prior to the date of this Agreement, Sellers shall (i) as soon as practicable deliver written notice to Purchaser of the occurrence of such event and provide Purchaser with all the information about and with access to such items as Purchaser may reasonably request and (ii) if notified in writing by Purchaser prior to Closing, transfer, convey or assign to Purchaser such item in the manner and on the terms and conditions as if it were an Acquired Asset, Designated Contract or Non Filing Seller Designated Contract under this Agreement. 38 7.13
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Related to Other Assets and Agreements

  • Other Plans and Agreements Any payment received (or deferred) by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior RSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Other Agreements and Documents Company shall have executed and delivered the following agreements and documents:

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller that:

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the world. Executive also agrees that trade secrets and confidential information of the Company, more fully described in Section 8(h) gained by Executive during Executive’s association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that Executive not compete with the Company during Executive’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in the following sections. As a condition of Company entering into this Agreement, Executive must also execute the Company’s Proprietary Information and Assignments Agreement.

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Agreements and Documents Parent shall have received the following agreements and documents, each of which shall be in full force and effect:

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