Delayed Transfer. In the event that, on any LIFFE trading day, LCH is unable for whatever reason to transmit details of all contracts in the terms of a Linked LIFFE Contract, or the relevant Participating Exchange is unable to receive or acknowledge receipt of all such details, any such contract made between us on that day shall remain as an undischarged contract in the terms of a Linked LIFFE Contract (but without prejudice to any default provisions agreed between us which may be operated to discharge such contract), subject to the Rules of LIFFE and the General Regulations and Default Rules of LCH as from time to time in force, until such time as transfer can be achieved.
Delayed Transfer. In the event that, on any Participating Exchange trading day, the relevant Participating Exchange is unable for whatever reason to transmit details of all contracts in the terms of a Linked Participating Exchange Contract, or LCH is unable to receive or acknowledge receipt of all such details, any such contract made between us on that Participating Exchange on that day shall remain an undischarged contract in the terms of a Linked Participating Exchange Contract (but without prejudice to any default provisions agreed between us which might be operated to discharge such contract), subject to the rules of the Participating Exchange as from time to time in force, until such time as transfer can be achieved.
Delayed Transfer. If due to a managerial decision transfer is delayed, an employee selected for transfer will be eligible for the new pay rate no later than the beginning of the third full pay period following selection.
Delayed Transfer. If any consent referenced in Section 9.2 above is not obtained prior to the Effective Time, such Contract (other than Contracts pertaining to leased properties, which are addressed below) Third Party License, or equity interest shall remain with Agriliance until such time as consent is obtained. The party to which such Contract, Third Party License, or equity interest is to be assigned shall bear all economic consequences of such Contract, Third Party License, or equity interest after the Effective Time as if such had been assigned as of the Effective Time. Similarly, if a Title Commitment is not obtained with respect to any CPP Owned Real Property or CN Owned Real Property, or if consent to assign any of the CN Leased Real Property or the CPP Leased Real Property is not obtained, prior to the Effective Time, then such property shall remain with Agriliance until such Title Commitment or consent is obtained, and, during such interim period, the party to whom the property is to be distributed shall lease such property pursuant to the terms of that Master Lease Agreement attached hereto as Exhibit D. Also, those vehicles for which transfer is delayed shall be subject to the Vehicle Lease Agreements referenced in Article 10.1
Delayed Transfer. The Buyer and the Company acknowledge and agree that if the Company is unable to dx-xxxx and/or obtain governmental approvals for the transfer of title and possession of the Delayed Assets, the transfer of the Business, including the transfer of the Transferred Assets, Transferred Employees and assumption of the Assumed Liabilities ("Delayed Assets"), in India (the "Delayed Jurisdiction") (the Business in such Delayed Jurisdiction, an "Delayed Business") shall not be effectuated on the Closing Date, but instead shall be effectuated on the Delayed Transfer Date subject to and in accordance with the following:(a) Buyer and the Company shall cooperate to try to effect the transfer of the Delayed Business in each Delayed Jurisdiction as promptly as practicable following the Closing.(b) From the Closing Date until the Delayed Transfer Date, the Company, with the reasonable cooperation of the Buyer, shall operate the Delayed Business in the ordinary course of business consistent with past practice in all material respects and subject to the limitations set forth in Section 5.6, mutatis mutandis, except that such covenants shall extend until the applicable Delayed Transfer Date instead of the Closing Date, taking into account the26
Delayed Transfer. Where it is not possible under the Mining Act to transfer the Tenement Applications, then from Completion the Seller will hold the Tenement Applications for the benefit of each of the Seller and the Buyer as tenants in common in equal shares and upon grant of a tenement pursuant to the relevant application (Granted Tenement) the Seller and Buyer shall do all things necessary to transfer a 50% legal interest in the Granted Tenement to the Buyer and have that transfer registered under the Mining Act.
Delayed Transfer. (a) Notwithstanding the provisions of ----------------- Articles I and II of the Asset Purchase Agreement, the Acquired Assets located at or constituting the Premises set forth on Schedule A attached hereto (such Premises, the "Delayed Premises" and such Acquired Assets, the "Delayed Assets") shall not be sold, assigned, transferred, conveyed or delivered to Purchaser on the Closing Date. The Delayed Assets shall be sold, assigned, transferred, conveyed and delivered to Purchaser (or its designee(s)) on such date or dates as shall be no earlier than 30 days from the date of written notice from Purchaser to Seller that Purchaser (or its designee) is legally able, under applicable law,
Delayed Transfer. In the event of Delayed Transfer, the Developer shall be liable to pay to the SJDA, for every Day of delay, liquidated damages computed at the rate of 200% (two hundred percent) of last paid proportionate Annual Concession Fee.
Delayed Transfer. (a) Notwithstanding anything to the contrary herein, the parties hereby agree that the conveyance, assignment, transfer and delivery to Buyer (or one or more of its Subsidiaries) of the Purchased Assets (other than the Assigned IP and the Purchased Assets described in Section 2.02(j)) located in the jurisdictions set forth in Section 2.15(a) of the Disclosure Schedule or other jurisdictions outside of the United States and Canada in which brand concept stores or agency relationships are managed from such jurisdictions (the “Delayed Assets”), and the assumption by Buyer (or one or more of its Subsidiaries) of the Assumed Liabilities with respect thereto (including without limitation, the Delayed Assets Employees), shall (x) not occur until the earlier of (i) the twelve (12) month anniversary of the Closing Date and (ii) such earlier date after the Closing designated by Buyer on not less than thirty (30) days’ written notice to Seller and (y) be subject to the prior completion and fulfillment of any Delayed Assets Employees Notice Obligation as required pursuant to any Delayed Assets Employees Notice Procedure, which Seller and Buyer agree to work together in good faith to promptly fulfill (such date that the Delayed Assets are conveyed, assigned, transferred or delivered to, and the Assumed Liabilities with respect thereto are assumed by, Buyer (or one or more of its Subsidiaries), the “Delayed Transfer Date”) provided that the Delayed Transfer Date shall occur on the last Business Day of Seller’s fiscal month in which the date set forth in the foregoing clauses (i) or (ii), as the case may be, occurs. The consummation of such conveyance, assignment, transfer, delivery and assumption shall be deemed effective as of 11:59 p.m. on the Delayed Transfer Date (the “Delayed Transfer Effective Time”). Following Seller’s receipt of such written notice, Buyer and Seller shall cooperate in good faith to agree upon an appropriate method of conveying, assigning, transferring and delivering physical possession of the applicable Delayed Assets. The transfer of the Delayed Assets and the assumption of the Assumed Liabilities with respect thereto shall be effected without the payment of any additional consideration by Buyer or its Subsidiaries and shall not modify, alter or otherwise affect any obligations with respect to the calculation or payment of the Purchase Price set forth in this Article 2.
Delayed Transfer. Notwithstanding anything to the contrary in this Agreement, to the extent that it can be accommodated in accordance with applicable Laws, any Covered Employee who would otherwise become a Company Secondee, but who is not actively at work as of the Closing Date due to a leave of absence, disability or sick leave (in each case, reasonably expected to last for more than two weeks following the Closing), shall remain an employee of MOI or its Subsidiaries or Affiliates (other than the Company and its Subsidiaries) and shall not be hired by SLH or any of its Subsidiaries or Affiliates (including the Company and its Subsidiaries) until such time as such Person is able to return to active work status (each, a “Delayed Transfer Employee”). Each such Delayed Transfer Employee shall not be considered a Company Secondee unless and until such Person returns to actively at work status with SLH or its Affiliates prior to the first anniversary of the Closing or such longer period as required by applicable Laws. With respect to each such Delayed Transfer Employee, any references to the termination of any employment-related obligations of MOI or any of its Affiliates, and the assumption or commencement of employment-related obligations by SLH and its Affiliates as of the Closing, shall be deemed to apply instead as of the date such employee returns to actively at work status with SLH or its Affiliates.
