Delayed Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to a Party’s Group of any Asset or assumption by a Party’s Group of any Liability in connection with the Separation or the Distributions would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the applicable Effective Time then, unless the applicable Parties shall otherwise mutually determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Assets or Liabilities shall continue to constitute Assets of the applicable Party to which such Assets were to be transferred or assigned, or Liabilities of the applicable Party by which such Liabilities were to be assumed, respectively, for all other purposes of this Agreement.
Delayed Transfers. Notwithstanding the foregoing, the Parties may agree to delay any transfer contemplated by this Section 5.02 to be effective as of a date coincident with or as soon as practicable following the transfer of a Spinco Delayed Transferred Employee to a member of the Spinco Group or a Delayed Asset, with the references to “Distribution Date” in this Section 5.02 to be the effective date as agreed by the Parties.
Delayed Transfers. In the event that any consent, authorization, approval or waiver or amendment is required from any unaffiliated third party in order to convey, transfer, contribute or assign (as the case may be) any asset contemplated by Section 2.2(a) to be transferred to an AMP Entity or to an AGSA Retained Subsidiary and such consent, approval, waiver or amendment is not obtained prior to the AMP Closing (such assets, “Delayed Transfer Assets”), then, following the AMP Closing, to the extent not specifically addressed in the Services Agreement, (i) AGSA shall cause the applicable AGSA Retained Subsidiaries to use their reasonable best efforts to (A) continue to hold in trust for the applicable AMP Entities, and to the extent required by the terms applicable to such Delayed Transfer Assets, operate such Delayed Transfer Assets in all material respects in the ordinary course of business consistent with past practice (subject to the terms of the Services Agreement) and (B) cooperate in any arrangement, reasonable and lawful as to the applicable Persons, designed to provide to the applicable AMP Entities the benefits arising under such Delayed Transfer Assets, and (ii) AMPSA shall cause the applicable AMP Entities to use their commercially reasonable efforts to (A) continue to hold in trust for the applicable AGSA Retained Subsidiaries, and to the extent required by the terms applicable to such Delayed Transfer Assets, operate such Delayed Transfer Assets in all material respects in the ordinary course of business consistent with past practice (taking into account the terms of the Services Agreement) and (B) cooperate in any arrangement, reasonable and lawful as to the applicable Persons, designed to provide to the applicable AGSA Retained Subsidiaries the benefits arising under such Delayed Transfer Assets. In furtherance of clause (i) of this Section 2.2(c), AGSA shall cause the applicable AGSA Retained Subsidiaries to, without further consideration therefor, pay and remit to AMPSA (or its designees) promptly all monies, rights and other consideration received by them, net of any reasonable and documented out-of-pocket costs payable to a third party, in respect of such performance, and in furtherance of clause (ii) of this Section 2.2(c), AMPSA shall cause the applicable AMP Entities to, without further consideration therefor, pay and remit to AGSA (or its designees) promptly all monies, rights and other consideration received by them, net of any reasonable and docum...
Delayed Transfers. To the extent that any Transferred Asset or Assumed Liability that would otherwise be assigned to, or assumed by, ILLC at the Effective Time pursuant to Section 2.1 is not capable of being assigned or assumed without obtaining a Consent, which Consent has not been received on or prior to the Effective Time, any such Transferred Asset or Assumed Liability will be assigned or assumed on the date the requisite Consent is received and until such time, IGI shall be deemed to have assigned to ILLC hereby the economic benefit received by IGI from and after the Effective Time with respect to the applicable rights and/or interests under such Transferred Assets and shall hold such Transferred Asset in trust for ILLC, and ILLC shall have been deemed to have assumed the economic detriment incurred by IGI from and after the Effective Time with respect to the Assumed Liabilities, except to the extent that any such deemed transfer or assumption itself requires a Consent, which Consent has not been received on or prior to the Effective Time; provided that in the event such Consent is not received prior to the first anniversary of this Agreement, such Transferred Asset or Assumed Liability shall not be assigned or assumed by ILLC pursuant to the terms of this Agreement and shall be deemed not to be a Transferred Asset or an Assumed Liability.
Delayed Transfers. If any consent with respect to the assignment, transfer or bifurcation of any contract, agreement, lease or other instrument included in the Contributed Assets or the Assumed Liabilities is required in connection with the transfer to Seller hereby but has not been obtained on or prior to the date hereof and Brite is unable (by sublease or otherwise) to transfer the legal benefits and burdens thereof to Seller, such contract, assignment, lease or instrument (each a "DELAYED ASSET") shall not be transferred as a Contributed Asset hereunder and any related liability (each a "DELAYED LIABILITY") shall not be assumed by Seller, unless and until such required consent has been obtained or Brite is otherwise able to effect transfer thereof to Seller without breach. Notwithstanding the foregoing, if such a required consent to transfer is not obtained, or a transfer called for hereunder cannot be completed for any other reason, Brite and Seller will cooperate to attempt to provide to Seller the benefits of any such Delayed Assets; PROVIDED, HOWEVER, that pending transfer as provided herein, Seller shall assume, pay and perform (and indemnify and hold Brite harmless from and against) all obligations and liabilities related to such Delayed Asset or Delayed Liability and shall promptly reimburse Brite for all of its actual costs and expenses in connection with any such arrangement. At such time and on each occasion after the date hereof that transfer of a Delayed Asset or Delayed Liability can be completed, such Delayed Asset or Delayed Liability shall forthwith automatically be transferred and assigned to and assumed by Seller hereunder.
Delayed Transfers. (a) Except as otherwise provided herein or in any Ancillary Agreement, to the extent that the transfer or assignment of any EHP Asset or EPC Asset, the assumption of any EHP Liability or EPC Liability, the Separation, or the Distribution requires any Consents, the Parties shall use their reasonable best efforts to obtain such Consents as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between EPC and EHP, neither EPC nor EHP shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain such Consents.
Delayed Transfers. 3.2 Notwithstanding any other provision of this Agreement but subject to Clause 3.7, the following provisions shall apply in respect of a Forward Carve-Out of the Local Business of each Transitional Transacting Entity:
Delayed Transfers. If, and to the extent that, the valid, complete and perfected transfer or assignment to the INSW Group or the OSG Group of any INSW Asset or any OSG Asset, respectively, or assumption by the INSW Group or the OSG Group of any INSW Liability or any OSG Liability, respectively, in each case contemplated hereby, would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such INSW Assets or INSW Liabilities shall continue to constitute INSW Assets and INSW Liabilities for all other purposes of this Agreement and any such OSG Assets or OSG Liabilities shall continue to constitute OSG Assets or OSG Liabilities for all other purposes of this Agreement.
Delayed Transfers. Remittances in purchase of units of a Portfolio which are being held pending transfer by Northern as described in Section 1.01 will be deposited in an account in the name of State Street as custodian for a Portfolio (the “Purchase Account”). If all of the funds in the Purchase Account which are received by Northern in collected federal funds not later than 15 minutes before the Transfer Deadline are not transferred to State Street on the same day such funds are received by Northern, Northern shall be penalized and shall be liable to State Street as custodian for a Portfolio for a penalty with respect to all or such portion of the funds that were not so transferred pending transfer of such funds to State Street. Such penalty shall be computed using the Federal Funds Rate Less Reserves (as defined in Section 7.07) applicable to each day of the period for which such penalty shall be payable as such Rate may change from day to day during such period (the “Penalty Amount”). Under the following circumstances, Northern may be penalized and may be liable to State Street as custodian for a Portfolio with respect to certain other remittances (including remittances returned by State Street as described in Section 1.06): (1) In the event remittances in the aggregate amount of less than $10,000,000 are received by Northern in collected federal funds during the period beginning 15 minutes before the Transfer Deadline and ending 15 minutes after the Transfer Deadline are not transferred to State Street on the same day such funds are received by Northern, Northern shall be penalized and shall be liable to State Street as custodian for a Portfolio for the Penalty Amount with respect to all or such portion of such aggregate amount that was not so transferred pending transfer of such funds to State Street; (2) In the event (a) remittances in the aggregate amount of $10,000,000 or more are received by Northern in collected federal funds later than 15 minutes before the Transfer Deadline, or (b) remittances in any amount are received by Northern in collected federal funds later than 15 minutes after the Transfer Deadline, Northern shall be required to use only its best efforts to transfer the funds to State Street, and any penalty for Northern’s failure to transfer such funds to State Street on the same day the funds are received by Northern shall be limited to such amount, if any, as State Street, Goldman and Northern agree upon, and if they are unable to agree, as Northern d...
Delayed Transfers. Remittances in purchase of units of XXX available ----------------- for transfer to State Street by Northern as hereinbefore provided which are being held pending transfer by Northern as described in Section 1.01 will be deposited in an account in the name of State Street as custodian for XXX as described below (the "Purchase Account"). If all of the funds in the Purchase Account are not transferred to State Street on the same day such funds that were not so transferred pending transfer of such funds to State Street on the same day such funds are received by Northern, Northern shall be penalized and shall be liable to State Street for a penalty with respect to all or such portion of such funds that were not so transferred pending transfer of such funds to State Street and Northern shall be responsible for the safekeeping of such funds. Such penalty shall be computed using the Federal Funds rate Less Reserves (as such term is defined in Article 7) applicable to each day of the period for which such penalty shall be payable as such Rate may change from day to day during such period. Northern will transfer such funds as soon as practicable upon receipt of Instructions from Goldman and such penalty as soon as practicable upon receipt of Instructions from State Street.
