Non-Transferred Assets Clause Samples
The Non-Transferred Assets clause defines which assets are explicitly excluded from being transferred as part of a transaction or agreement. In practice, this clause lists specific items—such as certain contracts, intellectual property, or liabilities—that will remain with the seller and not pass to the buyer during a sale or merger. By clearly delineating these exclusions, the clause ensures both parties understand which assets are not part of the deal, thereby preventing disputes and ensuring clarity regarding the scope of the transaction.
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.
(b) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset with respect to such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset.
Non-Transferred Assets. Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries may distribute, transfer and assign any asset that is either (a) set forth on Schedule A to the Assignment Agreement, (b) an equity interest in any Person that is not a direct or indirect wholly owned Subsidiary of the Company or (c) any asset that is not a Permitted Asset, in each case to the extent such asset has not been distributed, transferred or assigned prior to the date hereof (each such asset, a “Non-Transferred Asset”). The Managing Member and the Company shall use their respective commercially reasonable efforts to promptly distribute, transfer and assign the Non-Transferred Assets. All distributions, transfers and assignments pursuant to this Section 2.5 shall be at the sole cost of the Managing Member and the Managing Member shall indemnify the Company from any costs or liabilities in connection with this Section 2.5. Subject to this Section 2.5, the Company and the Managing Member shall not be deemed to be in breach of any provision of this Agreement in connection with the Non-Transferred Assets pending the distribution, transfer or assignment contemplated by this Section 2.5. For the avoidance of doubt, with respect to any Non-Transferred Asset, it is intended that the relevant distributee, transferee or assignee (and not the Company and its Subsidiaries) shall hold the benefits and burdens of ownership of such Non-Transferred Asset as of the Effective Time (as defined in the Assignment Agreement), the distributee, transferee or assignee shall be treated as the beneficial owner of the Non-Transferred Asset for all Tax and other purposes (including in determining the Capital Accounts and allocations of Profit and Losses of the Company) and the Company (or the relevant Subsidiary) shall hold the Non-Transferred Asset as nominee or trustee for the benefit of the distributee, transferee or assignee until the Non-Transferred Asset has been formally registered in the name of the distributee, transferee or assignee.
Non-Transferred Assets. If any Assigned Permits, Assigned Contracts, Easements or other Purchased Assets are not by their respective terms assignable to the Purchaser at the Closing to the extent that any applicable Third Party Consents are not obtained prior to Closing (each, a “Non-Transferred Asset”), the Seller and the Purchaser will use their commercially reasonable efforts to take such actions as may be possible without violation or breach of any such Non-Transferred Asset to effectively grant, as of Closing, the Purchaser the rights and economic benefits of such Non-Transferred Asset which may include that the Seller pass through third party payments to the Purchaser (or its designee) in order to grant such economic benefits to the Purchaser. If the Seller provides such rights and benefits, the Purchaser shall assume all Liabilities thereunder as of Closing, and shall indemnify, defend and hold harmless the Seller, and its Affiliates and their respective officers, directors, employees and agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of such Non-Transferred Asset, provided that the Purchaser shall not be required to indemnify the Seller, its Affiliates and their respective officers, directors, employees and agents to the extent any such Losses are solely attributable to Fraud or gross negligence on the part of the Seller, its Affiliates or their respective officers, directors, employees and agents.
Non-Transferred Assets. 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. The Non-Transferred Assets shall have been retained by Sellers.
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. Notwithstanding any provisions of Sections 2.1 or 2.2 to the contrary, the assets of Cyclone and its Affiliates (the “Non-Transferred Cyclone Assets”) and of Storm and its Affiliates (the “Non-Transferred Storm Assets”), in each case that are not used or held for use primarily in and are not primarily related to the Cyclone Subsea Business or the Storm Subsea Business, respectively, including the following assets, shall be retained by the respective parties and not be transferred to the Venture Entities:
(a) The assets of Cyclone, Storm and their respective Affiliates that are set forth in Section 2.3 of the Cyclone Disclosure Letter and Section 2.3 of the Storm Disclosure Letter;
(b) The Cyclone Retained IP and the Storm Retained IP, including the Intellectual Property identified in Section 9.6 of the Cyclone Disclosure Letter or Section 9.7 of the Storm Disclosure Letter, as applicable;
(c) All assets being leased, subleased or licensed to the Venture Entities or one of its subsidiaries by Cyclone, Storm or their respective subsidiaries, that are set forth in Section 2.3(c) of the Cyclone Disclosure Letter or Section 2.3(c) of the Storm Disclosure Letter, as applicable, on the terms specified therein;
(d) All insurance policies and contracts (including those issued by captive insurance companies) maintained by Cyclone, Storm or their respective Affiliates and all rights, Claims and causes of action under such insurance policies and contracts;
(e) The corporate seal, corporate minute books and stock books or other records having to do with the corporate organization of Cyclone, Storm and their respective Affiliates, except for the Venture Entities; and
(f) Except as provided in Section 2.2(n), cash. Notwithstanding the foregoing, if pre-Closing cash is retained by a Venture Entity due to legal, regulatory or tax considerations, then the Venture Entities and the party that owned such pre-Closing cash shall cooperate in good faith to enter into arrangements to transfer or otherwise provide the net economic benefit (after any Taxes or costs of transferring such cash or providing such benefit) of such pre-Closing cash to such party.
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) ▇▇▇▇▇ ▇▇▇▇▇▇ facilities in Littleton, US and Croydon, UK; (c) Interest of Western Atlas International, Inc. in Eastern Geophysical; (d) Lease at ▇▇▇▇▇ ▇▇▇, ▇, ▇, ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇; Industria Layout, Port Harcourt Nigeria; and (e) Lease at 17 Mekunwen, Flat 2, Ikoy; Nigeria.
Non-Transferred Assets. 4.1 The Parties acknowledge and agree that payment of the Consideration is made under the assumption that all Assets and assets owned by Seller otherwise required for the continuation of the Business ‘as is’ are transferred to the Purchaser in accordance herewith and that – should certain Assets or assets owned by Seller otherwise required for the continuation of the Business ‘as is’ not be transferred for any reason – the Purchaser shall be indemnified by the Seller for such non-transfer of these assets and any and all damages pertaining thereto , this in addition to any rights that the Purchaser may have under contract or at law, and without prejudice to the provisions of Clause 10 (Wrong Pockets), which remain in full force and effect. The Purchaser is free to – in its sole discretion – invoke its rights under (each and every provision under) contract or at law and invoking its right under one shall not limit its possibility to invoke any other rights available to it.
4.2 Notwithstanding Purchaser’s right to claim performance of the Seller’s obligations under this Agreement, the Seller shall remit to the Purchaser – on a euro-for-euro basis – the value of each Asset (as included in Schedule 2) that is not validly transferred to the Purchaser in accordance herewith.
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 Bake▇ ▇▇▇h▇▇ ▇▇▇ its Affiliates (the "NON-TRANSFERRED BAKE▇ ▇▇▇H▇▇ ▇▇▇ETS") shall be retained by the respective parties and not be transferred to the Venture Entities:
(a) The assets of the Non-Transferred Schlumberger Businesses and of the Non-Transferred Bake▇ ▇▇▇h▇▇ ▇▇▇inesses;
(b) The assets of Schlumberger, Bake▇ ▇▇▇h▇▇ ▇▇▇ their respective Affiliates that are set forth on Exhibit 2.4.1 (Schlumberger, SOHL, SPLC, SLBV and STC) and Exhibit 2.