Examples of WCBU Assets in a sentence
For example, the owner may consider a family member who is working in another state on assignment to be temporarily absent; 6 Rev.
From time to time, as and when reasonably requested by the other Party, a Party shall execute and deliver or cause to be executed and delivered all such documents and instruments and shall take or cause to be taken all such further or other actions to implement or give effect to the sale of the WCBU Assets and Partnership Interest, provided such documents, instruments or actions are consistent with the provisions of this Agreement.
The Vendors shall, upon request, and subject to contractual restrictions relating to disclosure and Clause 14.2, use commercially reasonable efforts after Closing to obtain consent to disclosure from applicable Third Parties, make available all technical data relating to the WCBU Assets (including drilling reports, well files and production records) as are in the possession of the Vendors for such inspection as the Purchaser reasonably requires in connection herewith.
If Closing does not occur, each provision of this Agreement which presumes that the Purchaser has acquired the WCBU Assets and the Partnership Interest shall be construed as having been contingent upon Closing having occurred.
In all other cases, as between the Vendors, any right, obligation or liability under this Agreement which pertains to particular assets that form part of the WCBU Assets or Partnership Interest shall be allocated between the Vendors based on each Vendor’s interest in the particular WCBU Assets or Partnership Interest.
If a Vendor is required to collect from the Purchaser any other tax, fee or charge under Applicable Laws in connection with the Purchaser acquiring the WCBU Assets and Partnership Interest pursuant hereto, the Purchaser shall pay the amount of those taxes, fees or charges to the Vendor, and the Vendor shall remit those amounts in the manner required by Applicable Laws.
These adjustments eliminate the assets and liabilities of the WCBU Assets, which were reported as “held for sale” as of March 31, 2017.
Not later than Ten (10) Business Days prior to Closing, the Purchaser shall provide Vendors with written notice of all Security Interests registered against the WCBU Assets for which Purchaser, acting reasonably, believes could materially and adversely affect the WCBU Assets and requires a discharge or no interest letter at or before Closing.
Execution Version Page 65 FOIA CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THIS DOCUMENT MARKED BY [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ARTICLE 9 THIRD PARTY RIGHTS AND CONSENTS 9.1 Rights of First Refusal (a) The Purchaser acknowledges that certain of the WCBU Assets may be subject to a ROFR which is exercisable by virtue of the Vendors and the Purchaser having entered into this Agreement.
The Purchaser shall also be liable for and shall pay any and all land transfer taxes, and all other taxes, duties or other similar charges properly payable upon and in connection with the conveyance and transfer of the WCBU Assets or Partnership Interest by the Vendors to the Purchaser, including pursuant to Clause 11.1(c), and the Purchaser shall be responsible for all recording charges and registration fees payable in connection therewith.