Deferred Assets Sample Clauses
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.
(b) Nothing in this Section 2.8 should alter, modify, supersede or otherwise limit any of the representations or warranties of the Sellers in this 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. (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.
(b) Except to the extent that any Required Third Party Consent and/or any required consent or approval of any Governmental Entity has not been received or waived prior to the next succeeding Deferred Closing following the Effective Date in respect of any such French Purchased Interests, French Property or French Commercial Loan, as applicable, then such French Purchased Interests, French Properties and French Purchased Commercial Loans shall be Transferred to the applicable Purchaser Party at such next succeeding Deferred Closing, in accordance with the terms and conditions of the Agreement, as amended by this Amendment.
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:
(a) ▇▇▇▇▇▇ and PHH Parent shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to take such actions as may be necessary or requested (but without any obligation to make any expenditures or payments or grant any accommodation (financial or otherwise) to such counterparty) in order to obtain, as promptly as practicable after the First Closing, consent from the counterparty to such Contract for the assignment or novation to the Company of such Contract;
(b) FFI shall reasonably cooperate with ▇▇▇▇▇▇, PHH Parent, and their respective Affiliates in obtaining such consent (but without any obligation to make any expenditures or payments or grant any accommodation (financial or otherwise) to such counterparty); and
(c) ▇▇▇▇▇▇ and PHH Parent shall, and shall cause their respective Affiliates to, provide FFI with (i) the opportunity to participate in all meetings, teleconferences, and correspondence with the counterparty to such Contract, any of its Affiliates, or any of their Representatives (including, in respect of the Nel Contract, the Nel Engineering PO or the Nel Equipment PO, any such meetings, teleconferences, and/or correspondence relating to the Nel Assignment and Assumption Agreements) and (ii) unredacted copies of all drafts, reports, instruments, notices, written communications, and other documents and information delivered to or received from such counterparty or any of its Affiliates or any of their respective Representatives; provided, that the consent of FFI (which may be withheld in its sole discretion) shall be required for the Company to enter into any Contract in respect of a Deferred Asset or the Nel Assignment and Assumption Agreements and any Contract for the purpose of providing services, warranties and/or indemnities, or credit support to the Company in respect of such Deferred Asset or any related assets.
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.
(b) With respect to any such Deferred Asset, from the Initial Closing Date to the second (2nd) anniversary thereof, the Parties shall, and shall cause their respective Affiliates to, reasonably cooperate and use commercially reasonable efforts to obtain, or cause to be obtained, all third party consents required to assign or transfer such Deferred Asset to Purchaser. Neither Seller nor any of its Affiliates shall have any Liability for failure to obtain any required third party consent, provided that Seller has complied with its obligations under this Section 2.2. Neither the Party (nor their respective Affiliates) shall be obligated to pay, or caused to be paid, (i) fees, costs or expenses in connection with such third party consent (other than immaterial administrative or legal costs and expenses) or (ii) any consideration to any third party with respect to such required consent, in each case other than as the Parties mutually agree in writing.
(c) During the period any Purchased Asset remains a Deferred Asset, and without further consideration due and payable from Purchaser to Seller, Seller shall use commercially reasonable efforts to provide to Purchaser the maximum allowable use of the Deferred Asset (which shall include, at a minimum, the econo...
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: