Deferred Transfers Sample Clauses
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Deferred Transfers. (i) The Parties acknowledge and agree that due to the requirements of applicable Law, the need to obtain Governmental Approvals or other Consents or for other business reasons, the Parties have agreed to defer until after the Effective Time certain Transfers and Assumptions, including as contemplated by the Internal Reorganization (together with the Transfers and Assumptions contemplated by Section 2.6(a)(ii), the “Deferred Transfers”).
(ii) If and to the extent any Transfers or Assumptions contemplated by this Article II shall not have been completed or perfected at or prior to the Effective Time because it would be a violation of applicable Law or requires a Consent or Governmental Approval that has not been obtained as of or prior to the Effective Time, such Transfer or Assumption shall be automatically deemed a “Deferred Transfer,” any such purported Transfer or Assumption shall be null and void until such time as all legal impediments are removed or such Consent or Governmental Approval is obtained and nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred or so Assumed; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law.
Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the Publishing Group of any Publishing Business Assets or Publishing Liabilities, or to the Distributing Group of any Distributing Business Assets or Distributing Liabilities, would be a violation of applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the Publishing Group or the Distributing Group (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include any purely monetary condition to the extent the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such Publishing Business Assets or Publishing Liabilities or Distributing Business Assets or Distributing Liabilities shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all Transfer Impediments have been removed. Any such Liability shall be deemed a “Deferred Transfer Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.”
(b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or during the Distribution, whether as a result of the provisions of Section 5.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been t...
Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to the Effective Time, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law.
(b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.
(c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset.
(d) If a Party is unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, that Party or a member of such Party’s Group shall continue to be bound by such Contract, license or other obligation (the “Non-assigned Liability”). Unless not permitted by Law or the terms thereof, the other Party or member of such Party’s Group (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully the Non-assigned Liability. The first Party shall not be obligated to extend, renew or otherwise cause a Non-assigned Liability, license or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Par...
Deferred Transfers. 54 13.3 GST........................................................................................ 54 13.4 Nominee(s) to the Board of Directors....................................................... 54
Deferred Transfers. 27 2.3 Closing ...............................................................................................................................29 ARTICLE III
Deferred Transfers. (a) Following the Closing, with respect to each Deferred Transferred Subsidiary, promptly following the applicable Deferred Transfer Date, Contributor shall contribute, or cause to be contributed, to the Company the Deferred Transferred Interests relating to such Deferred Transferred Subsidiary (and the Transferred Assets and Assumed Liabilities associated therewith), and the Company shall accept such Deferred Transferred Interests, without any additional consideration therefor (the contribution of each such Deferred Transferred Subsidiary’s Interests, a “Deferred Transfer”). For the avoidance of doubt, upon consummation of each Deferred Transfer, such Deferred Transferred Subsidiary shall be deemed a Transferred Subsidiary for all purposes of this Agreement and the other Transaction Documents.
(b) On each Deferred Transfer Date: (i) the Fundamental Contributor Group Representations (other than the Fundamental Contributor Group Representation set forth in Section 3.2(a)) shall be true
Deferred Transfers. Executory Contracts shall be sold, conveyed, transferred, assigned and delivered to Purchaser on a deferred basis as, when and to the extent provided in Section 2.7 and 2.8, respectively.
Deferred Transfers. (a) If all of the conditions to Closing specified in Section 9.1 and Section 9.2 are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing, but subject to such satisfaction), the parties hereto shall not at the Closing effect the transfer of the Transferred Assets and assumption of the Assumed Liabilities in any jurisdiction where such transfer or assumption would give rise to a material violation of any Legal Restraint (each such portion of the Business that is not transferred at Closing, a “Deferred Business”) but, the Closing shall nevertheless occur with respect to the Business (other than any Deferred Business) and, from and after the Closing, the parties hereto shall use reasonable best efforts to cause such material violation of such Legal Restraint in such jurisdiction to cease to exist with respect to such transfer and assumption as promptly as practicable after the Closing Date, and immediately following such time as the transfer of the applicable Deferred Business can be consummated without giving rise to a material violation of such Legal Restraint, such transfer of the applicable Deferred Business shall be consummated. The parties hereto will act in good faith to minimize the costs of the transfer of the Deferred Business. The parties hereto also agree that until the consummation of the transfer of the applicable Deferred Business, the Deferred Business shall be held, managed and operated by Seller for the benefit of Purchaser. For the avoidance of doubt, the Purchase Price paid by Purchaser at the Closing shall not be reduced or otherwise adjusted in connection with the delayed transfer of a Deferred Business.
(b) Prior to the Closing, in connection with the matters contemplated by Section 2.9(a), Seller (or its Subsidiaries) and Purchaser shall prepare and negotiate in good faith to enter into on or prior to the Closing such supplemental agreements as are reasonably necessary to place the parties hereto and their Affiliates in the same financial position with respect to the Deferred Business as would have obtained if the Deferred Business were transferred at the Closing; provided, that the execution and delivery of such agreements shall not be a condition to the Closing.
Deferred Transfers. Notwithstanding anything to the contrary contained in the Agreement, (a) the parties agree that during the nine month period after the Closing Date that Excluded Employees are permitted to occupy and use real property subject to a Transferred Real Property Lease in accordance with Section 8.11(f) of the Agreement, that the Seller and its Affiliates shall also be permitted to substitute a substantially similar number of new employees of Seller or its Affiliates for any such Excluded Employees, and that any such new employees of Seller or its Affiliates shall be permitted to occupy and use such real property to the same extent and on the same basis as the Excluded Employees in accordance with Section 8.11(f), and (b) the parties agree that during the nine month period after the Closing Date that Transferred Employees are permitted to occupy and use real property is not subject to a Transferred Real Property Lease in accordance with Section 8.11(g) of the Agreement, that the Purchaser and its Affiliates shall also be permitted to substitute a substantially similar number of new employees of Purchaser or its Affiliates for any such Transferred Employees, and that any such new employees of Purchaser or its Affiliates shall be permitted to occupy and use such real property to the same extent and on the same basis as the Transferred Employees in accordance with Section 8.11(g).
Deferred Transfers