Delayed Assets Clause Samples
Delayed Assets. (a) Notwithstanding anything herein to the contrary, any Transferred Asset, the assignment, transfer, conveyance or delivery of which to the Buyer without a Consent would constitute a breach or other contravention of Applicable Law or the terms of such Transferred Asset and any easements related to the pipelines located outside of the refinery property, to the extent not otherwise transferred at Closing (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered to the Buyer until such time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of the Buyer or the applicable Seller.
(b) Until such time as such Consent is obtained, (i) each Party (and its applicable subsidiaries and Affiliates) shall use its commercially reasonable efforts to obtain the relevant Consent; provided, that no Party shall be required to pay any monies or give any other consideration in order to obtain any such Consents, (ii) the Sellers shall endeavor to provide the Buyer with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer (including by means of any subcontracting, sublicensing or subleasing arrangement), to the extent such is permitted under the applicable Delayed Assets, (iii) the Sellers shall promptly pay over to the Buyer or its subsidiaries payments received by the Sellers after the Closing in respect of all Delayed Assets, and (iv) the Buyer shall be responsible for the Liabilities of the Sellers with respect to such Delayed Asset to the extent arising after the Effective Time. Notwithstanding any other provision in this Agreement to the contrary, following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Transferred Asset.
(c) The Buyer hereby agrees that the failure to obtain any such Consent referred to in this Section 6.7 or the failure of any such Delayed Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a breach by the Sellers of any representation, warranty, covenant or agreement under this Agreement; provided, however, that any breach by any Seller of its covenants in this Section 6.7 may constitute a breach under this Agreement. Nothing in this Section 6.7 shall be deemed to constitute an agreement to exclude from the Transferred As...
Delayed Assets. (a) To the extent that any Project shall not have achieved Commercial Operation or if the Tax Equity Financing with respect to any Project shall not have been consummated prior to the Initial Closing (other than with respect to Tax Equity Paygo Payments), then (i) the Class A Purchaser shall provide the Class B Purchaser Representative with written notice thereof at least five (5) Business Days prior to the Initial Closing Date, and (ii) upon delivery of such notice, (x) such Project shall be deemed to be a Delayed Project, the Equity Interests in the applicable Project Company shall be deemed to constitute Delayed Assets, and the applicable Project Company shall be deemed to be a Delayed Project Company, and (y) the Initial Updated Portfolio Project Model shall be adjusted, based on the Pre-Closing Model Input Updates, pursuant to Section 2.16 to reflect any change in the date on which any Delayed Project is expected to achieve Commercial Operation, from the date on which such Commercial Operation was estimated to be achieved, as set forth in the Execution Date Portfolio Project Model.
(b) At any time prior to the earlier of (i) the Delayed Asset Outside Date and (ii) the Additional Closing Date, promptly (and in any event within five (5) Business Days) following the date on which a Delayed Project has achieved Commercial Operation and the Tax Equity Financing with respect to such Delayed Project has been consummated (with respect to such Delayed Assets, the “Delayed Asset Closing”), the Class A Purchaser shall deliver to the Class B Purchaser Representative notice thereof and, in connection with the Class A Purchaser’s preparation and delivery of the Initial Additional Closing Portfolio Project Model pursuant to Section 2.16(c), the Initial Additional Closing Portfolio Project Model shall be adjusted, based on the Post-Closing Model Input Updates, to reflect any change in the date on which such Delayed Project actually achieved Commercial Operation (the date on which the Delayed Asset Closing actually occurs with respect to a Delayed Project and the related Delayed Assets, its “Delayed Asset Closing Date”), from the date on which such Commercial Operation was estimated to occur in the Initial Closing Portfolio Project Model.
(c) If a Delayed Asset Closing for any Delayed Project shall not have occurred on or prior to the earlier of (i) the Delayed Asset Outside Date and (ii) the Additional Closing Date (each such Delayed Project, a “Returned Project”), t...
Delayed Assets a. Any Transferred Asset, the assignment, transfer, conveyance or delivery of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of Law or such Transferred Asset or in any way adversely affect the rights of TKCCP, the Partners or the TWI Assignee thereunder (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of TKCCP, the Partners or the TWI Assignee. Until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, (A) TKCCP and the TWI Assignee shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (B) TKCCP shall endeavor to provide the TWI Assignee with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the TWI Assignee, including preserving the benefits of and enforcing for the benefit of the TWI Assignee, at the TWI Assignee’s expense, any and all rights of TKCCP under such Delayed Asset, and (C) to the extent permissible with respect to such Delayed Asset, the TWI Assignee shall (1) be responsible for the obligations of TKCCP with respect to such Delayed Asset and (2) act as the agent of TKCCP in preserving the benefits of and enforcing any and all rights of TKCCP in such Delayed Asset.
b. Any Delayed Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. Following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this B▇▇▇ of Sale, the Partnership Agreement, the Distribution Agreement and the other Dissolution Documents as a TWI Transferred Asset.
Delayed Assets. 2.7.1 Subject to Clause 5.1.5, if, following the satisfaction or waiver of all the other Conditions Precedent, ESH cannot transfer any Purchased Asset by Closing the Parties shall nevertheless proceed with the Closing, in respect of the remaining Purchased Assets.
2.7.2 Pursuant to Clause 2.7.1 above, as of Closing any Purchased Assets which cannot be transferred, or which are not to be transferred, shall be dealt with in accordance with Clause 2.8 and Clause 4.2.