Non-Transferred Assets. Notwithstanding the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating Agreement, the parties agree that, to the extent that as of the Closing (i) certain of the Acquired Assets cannot be transferred to Buyer pending the issuance of further FCC Consents or State PUC Consents or (ii) certain of the Acquired Assets are associated with one or more interconnection agreements, for which the ILEC's consent is required and which are reasonably necessary, in Buyer's sole discretion, to the operation of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of any ILEC consents or expiration of any notice periods necessary to assign such Required Interconnection Agreements remains pending as of the Closing, Sellers shall retain such assets (the "NON-TRANSFERRED ASSETS") pending receipt of such consents or expiration of such notice periods. For the avoidance of doubt, Buyer shall have the right, in its sole discretion, to designate any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During the period that the Non-Transferred Assets are held by Sellers, Buyer will provide management services to Sellers pursuant to the Operating Agreement. Upon receipt from time to time of any such necessary consents, such Non-Transferred Assets as are subject to such consents shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities; and within five (5) Business Days of Buyer's written request, Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets and related Assumed Liabilities had otherwise been transferred to and assumed by Buyer at the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closing, such Non-Transferred Assets shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets had otherwise been transferred to Buyer at the Closing. In addition, Non-Transferred Assets shall include all of the Seller Marks, which shall be licensed to Buyer upon the Closing as set forth in the Operating Agreement. After the expiration o...
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.
Non-Transferred Assets. Subject to Clause 7 (Brazil), Clause 8 (Transferring Contracts), Clause 9 (Matters Governed Exclusively by Ancillary Agreements), Clause 17 (Access to Information; Books and Records), Schedule 2 (Transferring Contracts) and Schedule 3 (Brazil), and except as otherwise expressly provided for in this Agreement or any Ancillary Agreement, if, following the Separation Date:
Non-Transferred Assets. (a) 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. 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. 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) Xxxxx Xxxxxx facilities in Littleton, US and Croydon, UK; (c) Interest of Western Atlas International, Inc. in Eastern Geophysical; (d) Lease at Xxxxx 000, 0, 0, 00, 00 Xxxxx Xxxx; Industria Layout, Port Harcourt Nigeria; and (e) Lease at 17 Mekunwen, Flat 2, Ikoy; Nigeria. 6.
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 Bakex Xxxhxx xxx its Affiliates (the "NON-TRANSFERRED BAKEX XXXHXX XXXETS") shall be retained by the respective parties and not be transferred to the Venture Entities:
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 after the Closing Date. Until the transfer by Seller to Purchaser of all of the Non-Transferred Assets is effected, Seller and Purchaser will cooperate to effect an arrangement reasonably designed to provide Purchaser with the benefits of, and obligations relating to, any such Non-Transferred Asset as if the consent had been obtained, all at the cost of and for the benefit of, Purchaser.
Non-Transferred Assets. The parties agree that the following real property shall be deemed to be Non-Transferred Assets:
