Deferred Closing Assets definition

Deferred Closing Assets means (i) the Transferred Assets located in the Deferred Closing Countries (other than Transferred Intellectual Property, all of which is being transferred at the Closing) and (ii) the TMM Assets.

Examples of Deferred Closing Assets in a sentence

• There must not be in effect any Order or Orders, whether temporary, preliminary or permanent, issued by any Governmental Authority restraining, enjoining, preventing or prohibiting the consummation of (a) with respect to the Initial Closing, a Substantial Portion of the Contemplated Transactions, and (b) with respect to any Extension Closing, the Deferred Closing Assets subject to such Extension Closing.

• The Buyer Parties shall have performed and complied in all material respects with all covenants and obligations in this Agreement with respect to each of the Deferred Closing Assets to be acquired at such Extension Closing required to be complied with by the Buyer Parties at or prior to such Extension Closing.

• At the Closing, the Seller Parties will deliver to Purchaser good and valid title to, in each case excluding any Deferred Closing Assets, (i) the Owned Inventory, (ii) the Owned Equipment, (iii) any other tangible Transferred Assets (including the Transferred Real Property) and (iv) their rights under the Real Property Leases they own, free and clear of all Liens except Permitted Encumbrances or Liens created by or through Purchaser or any of its Affiliates.

• Notwithstanding the existence of the Deferred Closing Assets, the portion of the Purchase Price allocable to the Deferred Closing Assets shall be paid on the Closing Date as provided in Section 3.13 of the Purchase Agreement.