Deferred Assets. (a) Notwithstanding anything to the contrary herein, unless otherwise determined by Buyer, this Agreement shall not constitute an agreement to assign or transfer any Contract, or any claim, right or benefit arising thereunder or resulting therefrom (any such Contract, claim, right or benefit, a “Deferred Item”), if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof or would give the other party thereto a right to cancel or unilaterally amend an Assumed Contract or to adjust the terms of performance thereof (any such required consent, a “Deferred Consent”). From and after the Closing, Sellers will use commercially reasonable efforts to obtain such Deferred Consent as soon as practicable after the Closing. Until such Deferred Consent is obtained, Sellers will use commercially reasonable efforts to provide to Buyer, upon the written request of Buyer, benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and responsible for all of the related and proportional obligations and Liabilities thereunder that it would have incurred if such Deferred Item had been transferred at Closing, in each case to the extent Buyer is receiving the benefit of the Deferred Item). In the event that any such Deferred Consent is not obtained prior to the Closing, then, at Buyer’s request with respect to any particular Deferred Item or group of Deferred Items (and without imposing any corresponding obligation on Buyer or limiting any other rights Buyer may have hereunder), Buyer and Sellers will enter into such arrangements (including subleasing or subcontracting if permitted) as Buyer deems reasonably necessary to provide to Buyer the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Deferred Item, including enforcement for the benefit of Buyer of all claims or rights arising thereunder on a prompt and punctual basis. Upon receipt of any Deferred Consent after the Closing Date, at Buyer’s request, such Deferred Item shall be transferred and assigned to Buyer.
Deferred Assets a. A new Section 7.1(a)(iii) is hereby added to the Purchase Agreement as follows: “In the event at any applicable Closing of a Purchased Interest with Underlying Properties located in the United States, a Purchased Entity owns an Excluded Asset and one or more other Underlying Properties, then, in such case, the applicable Purchased Interest shall be deemed a Deferred Asset until the earlier of (1) such time as the Purchased Entity no longer owns the Excluded Asset, or (2) the Seller Parties and the Purchaser Parties have agreed to an alternative manner of Transferring the Purchased Interests or Underlying Properties that are not Excluded Assets to the applicable Purchaser Parties (subject to any required consent of the Operating Partner) (the “Alternative Purchased Interest Structure”).”
Deferred Assets. (a) The Parties acknowledge and agree that, to the extent that the Initial Closing has occurred prior to the Effective Date, then each of the French Properties, French Purchased Commercial Loans and French Purchased Interests (and any related French Underlying Properties and French Underlying Commercial Loans) shall constitute “Deferred Assets” pursuant to the terms of the Agreement.
Deferred Assets. If the transfer or assignment of any SpinCo Asset intended to be transferred or assigned pursuant to Section 2.2 is not consummated prior to the Effective Time, whether as a result of the provisions of Section 2.5 or for any other reason, then the Company shall retain such SpinCo Asset and shall thereafter hold such SpinCo Asset in trust solely for the use and benefit of SpinCo (and at the sole expenses of SpinCo) to the extent not prohibited by Law.
Deferred Assets. For the purposes of this Agreement the term "Deferred Assets" shall mean any Purchased Interest, Transferred Property or Purchased Commercial Loan that is expressly deemed to be a "Deferred Asset" pursuant to this Agreement, including Section 7.1 hereof.
Deferred Assets. From and after the First Closing, with respect to the Nel Assignment and Assumption Agreements and each Contract that constitutes a Deferred Asset as of the First Closing:
Deferred Assets. (a) Notwithstanding anything in this Agreement to the contrary, unless and until such consent, waiver, approval or other authorization is obtained, this Agreement shall not constitute an assignment or transfer of any Purchased Asset (including any Contract or Business Permit or any claim, right or benefit arising thereunder or resulting therefrom, in each case, included in the Purchased Assets) if (i) any assignment or transfer thereof (whether by operation of law or otherwise), without the consent, waiver, approval or other authorization of any Person other than Seller or its Affiliates, would constitute a breach or other contravention thereof or be ineffective with respect to any party thereto or would violate any applicable Law and (ii) such consent, waiver, approval or other authorization has not been obtained at or prior to the Closing (each such asset, other than those referred to on Exhibit B of the Letter Agreement that are retained by Parent (or its nominee) in accordance with the terms and conditions of the Letter Agreement, a “Deferred Asset”).
Deferred Assets. If Buyer timely notifies Seller of any Environmental Defect under Section 5.5(a) with respect to which either (i) the Remediation Amount specified in the Environmental Defect Notice exceeds $500,000 or (ii) the Allocated Values attributable to the Assets affected by the alleged Environmental Defect exceed $500,000, then subject to Section 8.1(d) and Section 8.2(d) and except as provided in Section 5.5(e) below, Closing shall proceed in accordance with the terms of this Agreement with respect to the Assets other than the Assets affected by such Environmental Defect (the “Deferred Assets”), and the Purchase Price shall be reduced by the allocated values attributable to the Deferred Assets. Seller and Buyer shall have a period of six (6) months from the Closing Date to negotiate a mutually satisfactory agreement regarding the Deferred Assets and the terms under which the Deferred Assets will be purchased by Buyer. If a mutually satisfactory agreement regarding such purchase of the Deferred Assets is reached within such six (6) month period, then the parties shall proceed and close such sale in accordance with such agreement. If no such mutually satisfactory agreement has been reached within such six (6) month period then the Deferred Assets shall be excluded from this transaction and retained by Seller. Nothing contained herein shall be construed to obligate either party to reach an agreement regarding the purchase and sale of the Deferred Assets under this Section 5.5(d). Further, the parties agree that all negotiations, as well as the circumstances and details regarding the alleged Environmental Defect affecting the Deferred Assets shall be kept and remain confidential in accordance with Section 5.2 following Closing.
Deferred Assets. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Assumed Contract, Shared Contract or other Purchased Asset if any attempted assignment or transfer of such Assumed Contract, Shared Contract or such other Purchased Asset (i) would constitute a breach or violation of any applicable Law (whether by operation of law or otherwise) or (ii) would require the prior consent of a third party that has not been obtained prior to the Initial Closing (or does not remain in full force and effect at the Initial Closing) (any such Assumed Contract, Shared Contract or such other Purchased Asset, a "Deferred Asset"), unless and until (A) such Deferred Asset can be assigned or transferred in accordance with Section 2.1(a) without such breach, violation of applicable Law or (B) such consent of a third party is obtained, at which time, in the case of clauses (A) and (B), and without the payment of any further consideration from, or action by, either Party, such Deferred Asset and related Assumed Liabilities shall be deemed to be automatically transferred or assigned in accordance with Section 2.1(a) and assumed in accordance with Section 2.4.
Deferred Assets. Hexcel acknowledges that the Distributors (as defined in the Distribution Agreement dated the Closing Date) will not close their books on the Closing Date and agrees with Ciba and CGC that, as a result, Section 2.04(d)(iv) of the Agreement shall be deleted and replaced with the following:
