Additional Transfers of Assets Clause Samples

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange and ending on the date one year following the IPO Closing Date, if Transocean in its good faith judgment, after reasonable consultation with the General Counsel of TODCO, or other person designated by TODCO, identifies any asset owned by a member of the Transocean Group or a member of the TODCO Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange was used primarily in the TODCO Business and is then owned by a member of the Transocean Group or (ii) during the twelve (12) month period prior to the date of the Exchange was used primarily in the Transocean Business and is then owned by a member of the TODCO Group, Transocean or TODCO, as the case may be, shall or shall cause any such asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by TODCO or Transocean, as the case may be, as the appropriate transferee. (b) The parties hereto acknowledge and agree that any transfers pursuant to this Section 2.8 are to be made without any additional consideration. (c) All conveyances, assignments, transfers and deliveries of assets occurring after the Exchange pursuant to this Section 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset transferred pursuant to this Section 2.8 to a member of the TODCO Group shall be deemed an asset of the TODCO Business, and any asset transferred to a member of the Transocean Group shall be deemed an asset of the Transocean Business.
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Additional Transfers of Assets 
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Related to Additional Transfers of Assets

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).