Delayed Transfer Assets. Each of the parties hereto agrees that the Delayed Transfer Assets will be contributed, transferred, conveyed and delivered in accordance with the terms of any and all agreements that provide for such contribution, transfer, conveyance and delivery after the date of this Agreement or as otherwise set forth on SCHEDULE 2.4. Following such contribution, transfer, conveyance and delivery of any Delayed Transfer Asset the applicable Delayed Transfer Asset shall be treated for all purposes of this Agreement and the Ancillary Agreements as a SeraNova Asset. Each applicable member of the Intelligroup Group shall use commercially reasonable efforts to safeguard and preserve the Delayed Transfer Assets until the applicable date of transfer to SeraNova, normal wear and tear excepted.
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. To the extent that any Purchased Asset or any claim, right or benefit arising under or resulting from such Purchased Asset is not capable of being transferred without the approval, consent or waiver of any Third Party which has not yet been obtained, or if the transfer of any Purchased Asset would constitute a breach of any obligation under, or a violation of, any applicable Law, in each case unless the approval, consent or waiver of such Third Party is obtained (all such Purchased Assets being collectively referred to in this Agreement as “Delayed Transfer Assets”), except as otherwise expressly provided in this Agreement, this Agreement shall not constitute an agreement to transfer any Delayed Transfer Asset unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Delayed Transfer Assets are transferred to the Purchaser, the Vendor shall:
Delayed Transfer Assets. Delayed Transfer Assets" means any Luminent 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. On before May 30, 2014, the Borrower shall deliver to the Administrative Agent satisfactory evidence that the Delayed Transfer Assets shall have been transferred to the Borrower and its Subsidiaries by SPG and its Subsidiaries.
Delayed Transfer Assets. DELAYED TRANSFER ASSETS" means any HDD 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. 1. If the required Consents and Governmental Approvals to transfer the assets of the following entities to Genworth or one of its subsidiaries have not been obtained by December 28, 2004 then all of the issued and outstanding capital stock of such entities will be transferred to Genworth on or prior to December 31, 2004: • Financial Assurance Company Limited (which includes its ownership of Financial Insurance Company Limited, Consolidated Insurance Group Limited, GE Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A and GE Financial Insurance, Compania de Seguros y Reaseguros S.A.)
Delayed Transfer Assets. To the extent that any Purchased Asset or any claim, right or benefit arising under or resulting from such Purchased Asset is not capable of being transferred without the approval, consent or waiver of any third Person, or if the transfer of any Purchased Asset would constitute a breach of any obligation under, or a violation of, any Applicable Law unless the approval, consent or waiver of such third Person is obtained (all such Purchased Assets being collectively referred to in this Agreement as “Delayed Transfer Assets”), except as otherwise expressly provided in this Agreement and without limiting the rights and remedies of the Purchaser contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer any Delayed Transfer Asset unless and until such approval, consent or waiver has been obtained. Schedule 4.5 lists all of the Delayed Transfer Assets. After the Closing and until all such Delayed Transfer Assets are transferred to the Purchaser, the Vendor and Merrimac shall:
Delayed Transfer Assets. If a Required Consent with respect to any Franchise, License, Contract or Lease is not obtained prior to the Closing, then such Franchise, License, Contract or Lease (each, a “Delayed Transfer Asset”) shall not be transferred or assigned at Closing and the Affiliate that presently is the contract party to such Delayed Transfer Asset (or if such Affiliate will cease to exist on the Closing Date as a result of a Transaction in which such Affiliate will be merged with and into TWCE, then TWCE as the surviving entity in such merger and the successor contract party to such Delayed Transfer Asset by operation law as a result of such merger Transaction) (in each case, the “Contracting Party”), and the appropriate Regional Operating Entity (the “Managing Party”) will execute a Delayed Transfer Asset Management Agreement with respect to each Delayed Transfer Asset. Each Delayed Transfer Asset Management Agreement shall provide that the Managing Party shall manage such Delayed Transfer Asset on behalf of the Contracting Party, subject to the following: (i) the Managing Party shall bear all expenses relating to the Delayed Transfer Asset and shall receive and be entitled to retain all of the benefits relating to such Delayed Transfer Asset as its management fee; and (ii) such management shall continue with respect to such Delayed Transfer Asset until such time as such Delayed Transfer Asset is transferred and assigned to the Managing Party in accordance with this Agreement or is terminated or revoked. If a Delayed Transfer Asset is terminated or revoked, the Contracting Party promptly thereafter shall use commercially reasonable efforts to transfer and assign to the Managing Party any right the Contracting Party may have with respect thereto. The Contracting Party shall transfer and assign, at no additional cost to the Managing Party, each Delayed Transfer Asset to the Managing Party within ten (10) business days after the Required Consent for such transfer or assignment is received. Notwithstanding that a Required Consent for a Delayed Transfer Asset has not been obtained, at any time after the Closing Date, either the Contracting Party or the Managing Party may request that such Delayed Transfer Asset be transferred and assigned to, and received and assumed by the Managing Party, at no additional cost to the Managing Party, and unless the other party reasonably objects to such requested transfer and assignment at such time, the Contracting Party and the Managing Pa...
Delayed Transfer Assets. Notwithstanding anything to the contrary in the Agreement (as amended hereby), Cree shall deliver the Acquired Assets denoted with an asterisk (*) on Exhibit B hereto (the “Delayed Transfer Assets”) to Lextar Electronics Corp. on behalf of the Buyer by or before the date set forth under “Date Placed in Service” (the “Delayed Transfer Date”), which shall constitute delivery to the Buyer for all purposes under the Agreement, including Section 6.6(b). Prior to the Delayed Transfer Date, the Seller may continue to use the Delayed Transfer Assets in the operation of the Retained Businesses; provided that the Seller shall preserve the Delayed Transfer Assets in the Ordinary Course of Business.
