Shared Assets. (a) Some of the Station Contracts may be used in the operation of multiple stations or other business units (the “Shared Contracts”) and are identified as such on Schedule 1.1(d). The rights and obligations under the Shared Contracts shall be equitably allocated among stations in a manner reasonably determined by Seller in accordance with the following equitable allocation principles:
Shared Assets. To the extent that any elements of the Business Data or the Business IP (excluding Trademarks (other than trade dress)) embodied in the content or website (including the design, style, look, and feel of such content and website) made available on or through the Business Internet Properties are used in or arise out of the Business and also are used in or arise out of the Excluded Business (such Business Data and Business IP (excluding Trademarks (other than trade dress)), “Shared IP”), (a) Sellers and Buyer shall each be a joint owner of the Shared IP, (b) without limiting any obligation to deliver, transfer and convey copies of Shared IP, only an undivided joint ownership interest in or to the Shared IP shall be an Acquired Asset, and (c) each of Sellers and Buyer shall have the right to use and license the Shared IP without notice, consent or an accounting to the other Party (or its successors and assignees); provided that, for the avoidance of doubt Shared IP, with respect to clauses (ii) and (iii) of the definition of Business Data, shall be limited to customer data and lists relating to customers that have purchased from, or otherwise submitted their names or other information in accordance with applicable privacy policies to, both the Business and Excluded Business.
Shared Assets. If Amyris needs to utilize any Assets, the Parties shall discuss and determine the terms and conditions on which Amyris may use such Assets.
Shared Assets. The Parties shall use their reasonable best efforts to separate the Shared Assets into separate Assets so that the TS Business will remain entitled to the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Asset to the extent such Shared Asset would otherwise constitute a TS Asset, and Seller will retain the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Asset to the extent such Shared Asset would otherwise constitute an Excluded Asset. If any third party that is entitled to consent to the separation of the Shared Asset has not provided such consent or if the separation of a Shared Asset has not been completed as of the Closing Date for any other reason, then the Parties shall use their reasonable best efforts to develop and implement arrangements to pass along to the NewCo Group the benefit and the Liabilities of the portion of any such Shared Asset related to the TS Business and to pass along to the Seller Group the benefit and the Liabilities of the portion of the Shared Asset related to the Retained Business, as the case may be. If and when any such consent is obtained, the Shared Asset will be separated in accordance with this Section 2.9. The obligations set forth in this Section 2.9 will terminate on the date that is twenty-four (24) months after the Closing Date. The NewCos and Seller shall share equally any costs related to separating the Shared Assets.
Shared Assets. ARTICLE I
Shared Assets. All of Transferor's properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) that do not primarily relate to or are not primarily used or held for use in connection with the Business as the same may exist on the Closing Date, but relate to or are used in or held for use in connection with the Business to some lesser degree shall be retained by Transferor and provided to the Company pursuant to the Services Agreement or a license agreement in a form mutually acceptable to Transferor and the Company.
Shared Assets. Spinco hereby represents and warrants to Cohesant, as follows:
Shared Assets. With respect to assets (including tangible and intangible assets) of any member of the Emmis Group that are, as of the date of this Agreement, used both in the operation of the Purchased Stations and in the operation of other stations operated by Emmis and/or its Affiliates, such assets shall be allocated, and shall constitute either Mediaco Assets or Excluded Assets, consistent with the Schedules to this Agreement, with items of shared tangible personal property allocated to the station of primary use and items of shared intangible personal property either allocated to the station of primary use or made available for all such stations as the context requires (provided, however, for clarity that items of shared intangible personal property not allocated to a Purchased Station will be made available for use by the Purchased Stations). The Parties acknowledge that the Contracts as set forth on Schedule Section 2.1(b)(iv) under “Shared Contracts” and “Digital Agreements” and “Replacement Contracts,” or portions thereof, have historically provided benefits and obligations relating to the operation of the Purchased Stations as well as the operation of other stations operated by Emmis and/or its Affiliates, and Emmis and Mediaco shall comply with Section 2.1(b)(iv) with respect thereto. Such Contracts shall constitute Assumed Contracts to the extent included and Excluded Assets to the extent excluded.
Shared Assets. (a) With respect to any Seller Shared Asset (other than (i) Trademarks (ii) domain names (other than domain names that currently (A) redirect to a Transferred Brand branded domain name or (B) function as landing or similar pages that primarily direct traffic to a Transferred Brand branded domain name, in each case excluding any Sabre branded domain name or (iii) to the extent provided as a Service (as defined in the Transition Services Agreement))) that is necessary for the operation of the Business after the Closing, Sellers hereby grant to Buyer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully-paid up license to make, use, operate, copy, modify and exploit such Seller Shared Asset. With respect to any Seller Shared Asset (other than (i) Trademarks and domain names (other than domain names that currently (A) redirect to a Transferred Brand branded domain name or (B) function as landing or similar pages that primarily direct traffic to a Transferred Brand branded domain name, in each case excluding any Sabre branded domain name, (ii) any Seller Shared Asset for which Buyer already has access rights pursuant to this Agreement or (iii) to the extent provided as a Service (as defined in the Transition Services Agreement))) that is not necessary for the operation of the Business after the Closing, Sellers hereby grant to Buyer a non-exclusive, irrevocable, worldwide, royalty-free, fully-paid up license for a period of four months after such grant, to make, use, operate, copy, modify and exploit such Seller Shared Asset; provided that if Buyer has not used for a 14 day consecutive period such Seller Shared Asset during any period beginning any time after the two (2) month anniversary of the grant of such license, Seller may, acting reasonably, request that Buyer terminate such license no earlier than one month after the date of such notice. Any disagreement with respect to whether such termination of such license was effected in accordance with the provisions of this Section 5.13(a) shall be resolved pursuant to the Escalation Procedures.
Shared Assets. Exhibit A specifies certain areas of Joint Use/Shared Access where CRR routes and assets are to be made available to both CSX and NSC on a shared basis ("Shared Assets") as described in Exhibit A. Except as specified in Exhibit A, Shared Assets will remain assets of CRR or a subsidiary of CRR.
