Closing Transfers. At Closing and in order to facilitate the sale of the Canadian Business, Seller shall cause Xxxxxxx to enter into the Xxxx of Sale and Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A with such changes thereto as are reasonably agreed by the parties negotiating in good faith (the “Closing Transfer Documents”), which details the transfer, which transfer shall occur, for greater certainty, immediately after the acquisition of the Membership Interests by Buyer, of the Transferred Assets, Assumed Liabilities and Business Employees employed by Xxxxxxx from Xxxxxxx to the Canadian Buyer (the “Closing Transfers”).
Closing Transfers. SECTION 3.01.
Closing Transfers. During the Pre-Closing Period, no Seller shall, without the prior written consent of the Counterparty, Transfer any of its Units (other than the sale or transfer to the Company of all, but not less than all, of such Seller’s Units upon the exercise of the Company’s repurchase and/or redemption rights under the Operating Agreement following an Involuntary Transfer (as defined therein) or Transfer to the Company upon the termination of such Seller’s employment and, in each case, in respect of which all amounts payable in respect of such repurchase or redemption are paid in full prior to the Closing). Without limiting the foregoing or anything else set forth in this Agreement, in the event the Counterparty consents to a Transfer of Units, as a condition to any such Transfer, the transferee shall duly execute and deliver to the Company and the Counterparty a joinder, in the form attached hereto as Exhibit B, and any Transfer undertaken in breach of this Section 6.14 shall be null and void ab initio.
Closing Transfers. Pursuant to Section 2.1, Purchaser Entities have designated Par Rocky Mountain Midstream, LLC, a limited liability company organized under the laws of the State of Delaware (the “Silvertip Purchaser”), to purchase, acquire and accept from the applicable Sellers, all of such Sellers’ right, title and interest in and to the Silvertip Pipeline System and each of the Assets set forth in Section 2.1(a)(iv) through (xiii) solely to the extent related to the Silvertip Pipeline System (collectively, the “Silvertip Pipeline System Assets”). Without limitation of Section 2.3, the Silvertip Purchaser shall assume, and timely fulfill, perform, pay and discharge, in accordance with their terms all the Assumed Liabilities in respect of the Silvertip Pipeline System Assets. For all purposes hereof, the Silvertip Purchaser shall be deemed a “Party” to this Agreement and each reference in this Agreement to the (a) “Asset Purchaser” shall hereby include the Silvertip Purchaser solely with respect to the Silvertip Pipeline System Assets and related Assumed Liabilities, and (b) “Purchaser Entities” shall include the Silvertip Purchaser as a Purchaser Entity, in each case of clause (a) and (b), in respect of the rights and obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, (x) the foregoing designation of the Silvertip Purchaser for purposes of such purchase and assumption in respect of the Silvertip Pipeline System Assets and related Assumed Liabilities shall limit neither the rights of the Sellers or the Purchaser Entities under this Agreement nor the obligations of the Purchaser Entities (including the Silvertip Purchaser) or the Sellers pursuant to the terms of this Agreement and (y) the obligations of the Purchaser Parent in accordance with the Purchaser Parent Guarantee shall extend to and include the Silvertip Purchaser as a Purchaser Entity for all purposes of Sections 8.17 and 16.4 of this Agreement. At the Closing, the Silvertip Purchaser shall execute and deliver to the Sellers the Assignment and Bill of Sale and the Silvertip Pipeline System Deed.
Closing Transfers. In connection with the Spin-Offs and for purposes of determining Service Credits under any Plan, Hyatt shall credit each Retained Employee and the appropriate member of the Gaming Group shall credit each Transferred Employee and Grand Victoria Employee with such Employee’s Service Credits and original hire date as reflected in the records of the other parties, if any, as of the Closing. Such Service Credits and hire date shall continue to be maintained as described in this Agreement for as long as the Employee does not terminate employment with Hyatt or the members of the Gaming Group or as otherwise may be required by applicable law or any applicable Plan.
Closing Transfers
