Delayed Assets definition

Delayed Assets has the meaning set forth in Section 2.6.

Delayed Assets has the meaning given in Schedule 22 (Delayed Businesses);

Delayed Assets means the assets listed in Appendix 3 to this Schedule;

Examples of Delayed Assets in a sentence

• In such case, all economic benefits and interests from such Delayed Assets shall inure to the benefit of JD Holdings pending such closing on the Delayed Assets.

• Following the Closing Date, each Seller shall reasonably cooperate with Purchaser (at Purchaser’s sole cost and expense) to obtain and have delivered to Purchaser all consents, approvals and waivers necessary to transfer the Delayed Assets to Purchaser as promptly as reasonably practicable and without any modification that would adversely affect Purchaser, a Purchased Asset, an Assumed Liability, or the Business.

• Prior to any such transfer of Delayed Assets, Seller shall use its commercially reasonable efforts to preserve and maintain such Delayed Assets in all material respects pursuant to the terms thereof.

• Prior to any such transfer of Delayed Assets, each Seller shall preserve and maintain such Delayed Assets for the benefit of Purchaser.

• In the event that the Closing proceeds and there are any Delayed Assets, then following the Closing, each of Buyer and Seller shall use commercially reasonable efforts to obtain as promptly as reasonably practical such Consents.

More Definitions of Delayed Assets

Delayed Assets means (a) the Equity Interests of any Project Company that owns, directly or indirectly, a Delayed Project and (b) all other assets relating primarily to any such Project Company, or the Project or Property of such Project Company.

Delayed Assets means the Comcast Delayed Assets and the TWI Delayed Assets.

Delayed Assets has the meaning assigned that term in the Purchase Agreement. Dispose, Disposing, or Disposition means, with respect to any asset (including a Membership Interest or any portion thereof (including any Class A Unit or Class B Unit) or any derivative or similar arrangement whereby a portion or all of the economic interests in, or risk of loss or opportunity for gain with respect to, such Membership Interest is transferred or shifted to another Person), any direct or indirect sale, assignment, lease, transfer, conveyance, gift, exchange, or other disposition of such asset, whether such disposition be voluntary, involuntary, or by operation of Law, including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession, or otherwise; (b) in the case of an asset owned by an entity, (i) a sale of the equity of such entity or a merger, division, or consolidation of such entity (other than a merger in which such entity is the survivor thereof) or (ii) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up, or termination of such entity (unless, in the case of dissolution, such entity’s business is continued without the commencement of liquidation or winding-up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance itself; provided, however, that any Disposition of limited partnership interests or other equity interests of NEP, Apollo Global Management, Inc., or an Investor Parent (provided that Apollo Global Management Inc. or an Affiliate thereof retains Control of such Investor Parent) shall not be subject to the restrictions set forth in Article 7.

Delayed Assets has the meaning set forth in the Transition Services Agreement.

Delayed Assets means (a) the Equity Interests of any Emerald Breeze Project Company that owns, directly or indirectly, a Delayed Project and (b) all other assets relating primarily to any such Emerald Breeze Project Company, or the Project or Property of such Emerald Breeze Project Company

Delayed Assets and “Delayed Liabilities” have the meaning set forth in Section 6.11.

Delayed Assets has the meaning set forth in the definition of “Required Balance.”