Deferred Asset definition

Deferred Asset has the meaning set forth in Section 2.1(b)(ii).

Deferred Asset has the meaning set forth in Section 3.10(b).

Deferred Asset shall have the meaning assigned to such term in the Pledge and Security Agreement.

Examples of Deferred Asset in a sentence

• Notwithstanding the foregoing, any such Deferred Asset shall still be considered a Transmission Asset or Excluded Asset, as applicable, and the Person retaining such Asset shall thereafter hold such Asset in trust for the benefit, insofar as reasonably practical (taking into account any applicable restrictions or considerations relating to the contemplated Tax treatment of the Transactions), of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof.

• To the extent that any Deferred Asset cannot be Conveyed without the Consent or Governmental Approval of any Person which Consent or Governmental Approval has not been obtained prior to the Separation Time, this Agreement will not constitute an agreement to Convey the same if an attempted Conveyance would constitute a breach thereof or violate any Law.

• If and when the legal or contractual impediments the presence of which caused the deferral of transfer of any Deferred Asset pursuant to this Section 3.10(b) are removed or any Consents and/or Governmental Approvals the absence of which caused the deferral of transfer of any Deferred Asset pursuant to this Section 3.10(b) are obtained, the transfer of the applicable Deferred Asset shall be effected in accordance with the terms of this Agreement and/or such applicable Ancillary Agreement.

• During such period, (x) the Sellers will promptly pay, assign and remit to Buyer when received, all monies relating to the period after the Closing received by the Sellers to the extent arising out of any Deferred Asset, and (y) Buyer shall promptly indemnify and pay, perform and discharge when due any liability or obligation arising with respect to any Deferred Assets after the Closing.

• The failure to transfer, assign, convey or deliver any Deferred Asset shall not (in and of itself) constitute a breach, misrepresentation or violation or non-performance of any agreement, covenant, obligation, representation or warranty under this Agreement or any Ancillary Agreement.

More Definitions of Deferred Asset

Deferred Asset means any Transferred Asset that is not purchased and sold at the Initial Closing.

Deferred Asset has the meaning set forth in Section 5.7.

Deferred Asset has the meaning given to such term in the Separation Agreement.

Deferred Asset means a “Deferred Asset” as defined in the Pre-Closing Reorganization Assignment Agreement.

Deferred Asset has the meaning set forth in Section 3.10(b). “Distribution” has the meaning given to such term in the Merger Agreement.

Deferred Asset has the meaning given in Section 16.

Deferred Asset means any Asset set forth on Schedule 2.1.