Derived Assets Clause Samples

The Derived Assets clause defines how assets that are created, developed, or generated from original assets are treated under the agreement. In practice, this clause specifies whether rights to these new or modified assets—such as data sets, software, or intellectual property developed from the original materials—belong to the original owner, the party creating the derived asset, or are shared. Its core function is to clarify ownership and usage rights of any new assets that result from the use or modification of the original assets, thereby preventing disputes and ensuring all parties understand their rights regarding derivative works.
Derived Assets. The Chargor shall, within three Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Collateral Agent or procure the delivery or payment to the Collateral Agent of:- (A) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and (B) transfers of any shares comprised in such Derived Assets duly executed by the Chargor or its nominee with the name of the transferee left blank or, if the Collateral Agent so requires, duly executed by the Chargor or its nominee in favour of the Collateral Agent (or the Collateral Agent's nominee) and stamped, and such other documents as the Collateral Agent may require to enable the Collateral Agent (or the Collateral Agent's nominee) or, after the Charge becomes enforceable, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the shares comprised in such Derived Assets.
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Derived Assets. The Chargor shall, within two Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Security and Intercreditor Agent or procure the delivery or payment to the Security and Intercreditor Agent of:
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Derived Assets. The Mortgagor shall promptly and in any event within 15 Business Days (or such later date as may be agreed upon by the Collateral Agent) of the issue, accrual or offer of any Derived Assets, deliver to the Collateral Agent or procure the delivery to the Collateral Agent of: (a) all share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to the Derived Assets; (b) such documents as are referred to Clauses 0 (7.1
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Derived Assets. In respect of any Derived Assets to which the Mortgagor may be or become entitled before the shares to which they relate are registered in the name of the Nominee, the Mortgagor shall immediately upon receipt of the relevant share certificates, renounceable certificates, letters of allotment, documents of title or other evidence of entitlement thereto deliver the same to the Collateral Agent duly executed by the Mortgagor (or its nominee) in favour of the Nominee and shall promptly take whatever steps may be necessary to ensure that the Nominee becomes registered as the holder of any shares comprised in such Derived Assets.
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Derived Assets. The Chargor shall, within two Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Security Trustee or procure the delivery or payment to the Security Trustee of:- (A) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and (B) transfers of any Shares comprised in such Derived Assets duly executed by the Chargor or its nominee with the name of the transferee left blank or, if the Security Trustee so requires, duly executed by the Chargor or its nominee in favour of the Security Trustee (or the Security Trustee's nominee), and such other documents as the Security Trustee may require to enable the Security Trustee (or the Security Trustee's nominee) or, after the occurrence of an Event of Default, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets.
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Derived Assets. The Chargor shall, to the extent possible, deliver or pay to Laurus or procure the delivery or payment to Laurus of: (A) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and (B) transfers of any Shares comprised in such Derived Assets duly executed by the Chargor or its nominee with the name of the transferee left blank or, if Laurus so requires following an Event of Default that is continuing, duly executed by the Chargor or its nominee in favour of Laurus (or Laurus' nominee) and stamped, and such other documents as Laurus may require to enable Laurus (or Laurus' nominee) or, after the occurrence of an Event of Default that is continuing, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets, within 10 Business Days of their creation. This clause 4.2 (Derived Assets) does not apply to nor affect any Stiefel Shares in any way.
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Derived Assets. Subject to clause 4.5, the Pledgor shall, within seven Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Administrative Agent or procure the delivery or payment to the Administrative Agent (to the extent not already delivered or paid) of: (a) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and (b) transfers of any Shares comprised in such Derived Assets duly executed by the Pledgor or (if appropriate) its nominee in whose name such shares are registered with the name of the transferee left blank or, if the Administrative Agent so requires, duly executed by the Pledgor or such nominee in favour of the Administrative Agent (or the Administrative Agent's nominee) and stamped, and such other documents as the Administrative Agent may reasonably require (and which the Pledgor may competently execute or procure) to enable the Administrative Agent (or the Administrative Agent's nominee) or, after the occurrence of an Event of Default, any purchaser to be registered as the owner or, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets.
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Derived Assets. The Mortgagor shall promptly and in any event within 15 Business Days (or such later date as may be agreed upon by the Collateral Agent) of the issue, accrual or offer of any Derived Assets, deliver to the Collateral Agent or procure the delivery to the Collateral Agent of: (a) all share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to the Derived Assets; (b) such documents as are referred to Clauses 7.1(b) (Original Shares and Further Shares) in relation to any Shares comprised in such Derived Assets; and (c) such other documents as the Collateral Agent may reasonably require to enable the Collateral Agent (or its nominee) or, after the occurrence of an Enforcement Event, any Receiver or any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Derived Assets in accordance with this Deed.
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Derived Assets. The Chargor shall, within two Business Days of the accrual, offer, issue or payment of any Derived Assets, deliver or pay to the Lender or procure the delivery or payment to the Lender of: (1) all such Derived Assets or the share certificates, renounceable certificates, letters of allotment, documents of title and other documentary evidence of ownership in relation to them; and (2) transfers of any Shares comprised in such Derived Assets duly executed (but undated) by the Chargor or its nominee with the name of the transferee left blank, or if the Lender so requires, duly executed by the Chargor or its nominee in favour of the Lender (or the Lender's nominee) and stamped, and such other documents as the Lender may require to enable the Lender (or the Lender's nominee) or, after the occurrence of an Event of Default, any purchaser to be registered as the owner of, or otherwise to obtain legal title to, the Shares comprised in such Derived Assets.
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Related to Derived Assets

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Retained Assets Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Fixed Assets 12 2.10. Change in Financial Condition and Assets...........................................12 2.11.