Delayed Transfer Liabilities definition

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

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

Delayed Transfer Liabilities means any Business Liabilities that this Agreement or any other Transaction Agreement provides or contemplates are to be assumed by Spinco in connection with the Separation and that require the removal of a Legal Impediment or the receipt of a Consent or Governmental Approval for the transfer and assumption of such Business Liabilities, 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 Liabilities 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.

• 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 that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on Schedule 1.1(c).

• The assignment, and the costs of obtaining any required Consent in connection with the assignment, shall be subject to the terms of the Separation and Distribution Agreement, and the rights and obligations under such IT Agreement shall be AbbVie Assets and AbbVie Liabilities and, if applicable, Delayed Transfer Assets and Delayed Transfer Liabilities, as such terms are defined in the Separation and Distribution Agreement.

• Effective on the Separation Date, Palm hereby assumes and agrees faithfully to perform and fulfill (or will cause any applicable Subsidiary to assume, perform and fulfill), all the Palm Liabilities owed by 3Com, other than the Delayed Transfer Liabilities, in accordance with their respective terms.

More Definitions of Delayed Transfer Liabilities

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

Delayed Transfer Liabilities means any AT&T Broadband Liabilities that are expressly provided in this Agreement to be assumed after the Distribution Date upon the removal of legal impediments or the receipt of Consents or Governmental Approvals necessary for the transfer of such AT&T Broadband Liabilities.

Delayed Transfer Liabilities means any MJN Liabilities that are expressly provided in this Agreement or any Ancillary Agreement to be assumed by MJN, its successor or any Person in the MJN Group after the Separation Date, including the Liabilities set forth or described in Schedule 2.01(c)(ii).

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

Delayed Transfer Liabilities means any Zimmer Liabilities that are expressly provided in this Agreement or any Ancillary Agreement to be assumed after the Distribution Date.

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

Delayed Transfer Liabilities means any Allergan Delayed Transfer Liability or any AMO Delayed Transfer Liability.