Examples of Delayed Transfer Assets in a sentence
Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements (including this Agreement and the Ancillary Agreements) that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the Separation Date.
Such Delayed Transfer Assets shall be treated as Non-Assignable Assets pursuant to the terms of the Agreement, and if and when such Consent is duly obtained after the Closing, such Delayed Transfer Asset shall automatically be sold, assigned, transferred, conveyed and delivered to Purchaser pursuant to this Instrument of Transfer without any further action on the part of the Seller Parties or the Purchaser.
However, the beneficial ownership of the Delayed Transfer Assets will be transferred to Newco LLC at the time of the Newco LLC Contribution, and the legal transfer of the Delayed Transfer Assets will occur when the necessary third-party approvals are obtained.
To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto.
At all times subsequent to the Controlled Asset Exchange, Controlled will have the right to receive the Delayed Transfer Assets.