Delayed Transfer Assets definition

Delayed Transfer Assets. Delayed Transfer Assets" means any Agilent Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

Delayed Transfer Assets has the meaning set forth in Section 2.2(a).

Delayed Transfer Assets means any Business Assets that this Agreement or any other Transaction Agreement provides or contemplates are to be transferred to Spinco in connection with the Separation and that require the removal of a Legal Impediment or the receipt of a Consent or Governmental Approval to transfer, which Legal Impediment is not removed or Consent or Governmental Approval is not obtained on or prior to the Distribution Date.

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.

More Definitions of Delayed Transfer Assets

Delayed Transfer Assets means any Palm Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

Delayed Transfer Assets means any Assets (other than Excluded Assets) contemplated by Section 2.5 not transferred on or prior to the Closing Date.

Delayed Transfer Assets has the meaning specified in Section 1.1 of the Master Agreement.

Delayed Transfer Assets means any Genworth Assets that are expressly provided in this Agreement or any Transaction Document to be transferred after the Closing Date.

Delayed Transfer Assets means any SeraNova Assets that are expressly enumerated in this Agreement or any Ancillary Agreement to be transferred after the Closing Date.

Delayed Transfer Assets means any Newco Assets that this Agreement or any other Transaction Document provides or contemplates are to be transferred to Newco and that require the removal of a Legal Impediment or the receipt of a Consent or Governmental Approval to transfer, which Legal Impediment is not removed or Consent or Governmental Approval is not obtained on or prior to the Contribution Date.

Delayed Transfer Assets. Delayed Transfer Assets" means any MMI Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the Separation Date.