Delayed Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to a Party’s Group of any Asset or assumption by a Party’s Group of any Liability in connection with the Separation or the Distributions would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the applicable Effective Time then, unless the applicable Parties shall otherwise mutually determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Assets or Liabilities shall continue to constitute Assets of the applicable Party to which such Assets were to be transferred or assigned, or Liabilities of the applicable Party by which such Liabilities were to be assumed, respectively, for all other purposes of this Agreement.
Delayed Transfers. To the extent that any required consent with respect to the assignment, transfer or bifurcation of a contract, agreement, lease or other instrument included in the Casa Bonixx Xxxets or the JB's Assets has not been obtained on or prior to the Effective Time and the transferor is unable (by sublease or otherwise) to transfer the legal benefit thereof to the transferee, such contract, agreement, lease or instrument (a "Delayed Asset") shall not be transferred and any related liability (a "Delayed Liability") shall not be assumed by the transferee as an Assumed Liability hereunder, unless and until such required consent has been obtained or the transferor is otherwise able to transfer the legal benefit thereof. Notwithstanding the foregoing, if such required consent to transfer is not obtained, CKE shall cause Casa Bonixx xx use its best efforts to attempt to provide to Summit the benefits of any such Delayed Assets which are Casa Bonixx Xxxets and Star shall cause Summit to use its best efforts to attempt to provide to JB's the benefits of any such Delayed Assets which are JB's Assets. At such time and on each occasion after the Effective Time that a required consent shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be deemed transferred and assigned as contemplated hereunder, and all related Delayed Liabilities shall be simultaneously assumed by the transferee hereunder, whereupon (i) such delayed asset shall constitute a JB's Asset or a Casa Bonixx Xxxet, as the case may be, for all purposes hereunder and (ii) such delayed liability shall constitute an Assumed Liability for all purposes hereunder.
Delayed Transfers. Notwithstanding the foregoing, the Parties may agree to delay any transfer contemplated by this Section 5.02 to be effective as of a date coincident with or as soon as practicable following the transfer of a Spinco Delayed Transferred Employee to a member of the Spinco Group or a Delayed Asset, with the references to “Distribution Date” in this Section 5.02 to be the effective date as agreed by the Parties.
Delayed Transfers. To the extent that any Transferred Asset or Assumed Liability that would otherwise be assigned to, or assumed by, IGLLC at the Effective Time pursuant to Section 2.1 is not capable of being assigned or assumed without obtaining a Consent, which Consent has not been received on or prior to the Effective Time, any such Transferred Asset or Assumed Liability will be assigned or assumed on the date the requisite Consent is received and until such time, IGI shall be deemed to have assigned to IGLLC hereby the economic benefit received by IGI from and after the Effective Time with respect to the applicable rights and/or interests under such Transferred Assets and shall hold such Transferred Asset in trust for IGLLC, and IGLLC shall have been deemed to have assumed the economic detriment incurred by IGI from and after the Effective Time with respect to the Assumed Liabilities, except to the extent that any such deemed transfer or assumption itself requires a Consent, which Consent has not been received on or prior to the Effective Time; provided that in the event such Consent is not received prior to the first anniversary of this Agreement, such Transferred Asset or Assumed Liability shall not be assigned or assumed by IGLLC pursuant to the terms of this Agreement and shall be deemed not to be a Transferred Asset or an Assumed Liability.
Delayed Transfers. (a) Except as otherwise provided herein or in any Ancillary Agreement, to the extent that the transfer or assignment of any EHP Asset or EPC Asset, the assumption of any EHP Liability or EPC Liability, the Separation, or the Distribution requires any Consents, the Parties shall use their reasonable best efforts to obtain such Consents as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between EPC and EHP, neither EPC nor EHP shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain such Consents.
Delayed Transfers. If, and to the extent, that the valid, complete and perfected transfer or assignment to the INSW Group or the OSG Group of any INSW Asset or any OSG Asset, respectively, or assumption by the INSW Group or the OSG Group of any INSW Liability or any OSG Liability, respectively, in each case contemplated hereby, would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such INSW Assets or INSW Liabilities shall continue to constitute INSW Assets and INSW Liabilities for all other purposes of this Agreement and any such OSG Assets or OSG Liabilities shall continue to constitute OSG Assets or OSG Liabilities for all other purposes of this Agreement.
Delayed Transfers. If any consent with respect to the assignment, transfer or bifurcation of any contract, agreement, lease or other instrument included in the Contributed Assets or the Assumed Liabilities is required in connection with the transfer to the Company hereby but has not been obtained on or prior to the date hereof and Seller is unable (by sublease or otherwise) to transfer the legal benefits and burdens thereof to the Company, such contract, assignment, lease or instrument (each a "DELAYED ASSET") shall not be transferred as a Contributed Asset hereunder and any related liability (each a "DELAYED LIABILITY") shall not be assumed by the Company, unless and until such required consent has been obtained or Seller is otherwise able to effect transfer thereof to the Company without breach. Notwithstanding the foregoing, if such a required consent to transfer is not obtained, or a transfer called for hereunder cannot be completed for any other reason, Seller and the Company will cooperate to attempt to provide to the Company the benefits of any such Delayed Assets; PROVIDED, HOWEVER, that pending transfer as provided herein, the Company shall assume, pay and perform (and indemnify and hold Seller harmless from and against) all obligations and liabilities related to such Delayed Asset or Delayed Liability and shall promptly reimburse Seller for all of its actual costs and expenses in connection with any such arrangement. At such time and on each occasion after the date hereof that transfer of a Delayed Asset or Delayed Liability can be completed, such Delayed Asset or Delayed Liability shall forthwith automatically be transferred and assigned to and assumed by the Company hereunder.
Delayed Transfers. 3.2 Notwithstanding any other provision of this Agreement but subject to Clause 3.7, the following provisions shall apply in respect of a Forward Carve-Out of the Local Business of each Transitional Transacting Entity:
Delayed Transfers. To the extent that any asset or Liability that would otherwise be assigned to IGL on the date hereof pursuant to Section 2.1(a) is not capable of being assigned without obtaining the consent or waiver of any Authority or any other Person, which consent or waiver has not been received on or prior to the date hereof, any such asset or Liability will be assigned on the date the requisite consent or waiver is received. In the event such consent or waiver is not received prior to the first anniversary of this Agreement, such asset or Liability shall not be assigned hereunder and the IGL Units previously issued by IGL pursuant to Section 2.3 shall be adjusted to reflect such non-assignment (by canceling certain of such IGL Units or by IGL issuing additional Shares of Common Stock to ICorp) on the basis of the value of such asset or Liability on the date hereof. Any asset or Liability that is the subject of this Section 3.3 shall be deemed an Excluded Asset or Excluded Liability until actually assigned to IGL.
Delayed Transfers. Remittances in purchase of units of XXX available ----------------- for transfer to State Street by Northern as hereinbefore provided which are being held pending transfer by Northern as described in Section 1.01 will be deposited in an account in the name of State Street as custodian for XXX as described below (the "Purchase Account"). If all of the funds in the Purchase Account are not transferred to State Street on the same day such funds that were not so transferred pending transfer of such funds to State Street on the same day such funds are received by Northern, Northern shall be penalized and shall be liable to State Street for a penalty with respect to all or such portion of such funds that were not so transferred pending transfer of such funds to State Street and Northern shall be responsible for the safekeeping of such funds. Such penalty shall be computed using the Federal Funds rate Less Reserves (as such term is defined in Article 7) applicable to each day of the period for which such penalty shall be payable as such Rate may change from day to day during such period. Northern will transfer such funds as soon as practicable upon receipt of Instructions from Goldman and such penalty as soon as practicable upon receipt of Instructions from State Street.
