Misplaced Asset definition
Examples of Misplaced Asset in a sentence
If the parties then cannot agree the proper attribution of such asset or liability within 5 business days of the date of receipt of the dispute notice, or if the parties cannot agree the fair market value of any Misplaced Asset within [5 business days] of the date on which notification of the Misplaced Asset pursuant to clause 2.1 is received by the relevant party, the matter shall be referred on the application of either party to the Expert for determination.
For the avoidance of doubt, it is acknowledged that the Business Holdco shall not have any obligations under this Schedule 5 to the Asset Holder or Liability Holder (as applicable) of any Misplaced Asset or Misplaced Liability in excess of the obligations to the third person which the Asset Holder or Liability Holder is able to meet from its own assets, without any recourse to the provisions of this Schedule 5.
The parties will then respectively procure the transfer and assignment with effect from the Separation Date of all the right, title and interest in and to the Misplaced Asset to FPAH or FPHC respectively (or any Subsidiary thereof nominated by FPAH or FPHC (as applicable)) for fair market value as agreed by the parties and payable in cash not later than 30 days after the date on which notification of the Misplaced Asset pursuant to this clause 2.1 is received by the relevant party.
Without prejudice to clauses 2.5 and 3.3, all reasonable costs (including all losses, damages, liabilities, claims and expenses) incurred as a result of the matters contemplated in this Schedule 5 in relation to any Misplaced Asset or Misplaced Liability shall be for the account of the Business Holdco that is carrying on the business to which the Misplaced Asset or Misplaced Liability is properly attributable.
Notwithstanding the foregoing, the provisions of clause 7.6(b) and Schedule 4 are not intended to create any obligation for the benefit of, or be enforceable by, any third person to whom any obligations are owed in respect of any Misplaced Asset or Misplaced Liability.
If any Misplaced Asset cannot effectively be assigned or transferred without first obtaining a consent or waiver from a third person or except by agreements of novation, the Asset Holder shall (upon request of the Business Holdco) take all reasonable steps to procure that any necessary consent or waiver is obtained or any agreement of novation is entered into, and the Business Holdco shall co-operate with the Asset Holder and any of its Subsidiaries for such purpose.
Following the Distribution Date, in the event a Party identifies any Misplaced Assets or Liabilities in its possession, such Party agrees to promptly (and in any event within 30 days of such identification) provide the other Party with written notice of such identification, which notice shall include a reasonable description of the Misplaced Asset or Liability and its relationship to the Radio Business or CBS Business, as applicable.
If any Misplaced Asset cannot effectively be assigned or transferred without first obtaining a consent or waiver from a third person or except by agreements of novation, the Actual Asset Holder shall (upon request of the Intended Holder) take all reasonable steps to procure that any necessary consent or waiver is obtained or any agreement of novation is entered into, and the Intended Holder shall cooperate with the Actual Asset Holder and any of its Subsidiaries for such purpose.