Delayed Assets Sample Clauses

Delayed Assets. (a) Notwithstanding anything herein to the contrary, any Transferred Asset, the assignment, transfer, conveyance or delivery of which to the Buyer without a Consent would constitute a breach or other contravention of Applicable Law or the terms of such Transferred Asset and any easements related to the pipelines located outside of the refinery property, to the extent not otherwise transferred at Closing (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered to the Buyer until such time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of the Buyer or the applicable Seller.
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Delayed Assets a. Any Transferred Asset, the assignment, transfer, conveyance or delivery of which (or, following such assignment, transfer, conveyance or delivery, the transfer of the Equity Securities of Comcast Distribution LLC to Comcast Assignee) without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of Law or such Transferred Asset or in any way adversely affect the rights of TKCCP, Comcast Distribution LLC, the Partners or the Comcast Assignee thereunder (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of TKCCP, Comcast Distribution LLC, the Partners or the Comcast Assignee. Until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, (A) TKCCP and Comcast Distribution LLC shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (B) TKCCP shall endeavor to provide Comcast Distribution LLC with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to Comcast Distribution LLC, including preserving the benefits of and enforcing for the benefit of Comcast Distribution LLC, at Comcast Distribution LLC’s expense, any and all rights of TKCCP under such Delayed Asset, and (C) to the extent permissible with respect to such Delayed Asset, Comcast Distribution LLC shall (1) be responsible for the obligations of TKCCP with respect to such Delayed Asset and (2) act as the agent of TKCCP in preserving the benefits of and enforcing any and all rights of TKCCP in such Delayed Asset.
Sample 1
Delayed Assets. (a) To the extent that any Project shall not have achieved Commercial Operation or if the Tax Equity Financing with respect to any Project shall not have been consummated prior to the Initial Closing (other than with respect to Tax Equity Paygo Payments), then (i) the Class A Purchaser shall provide the Class B Purchaser Representative with written notice thereof at least five (5) Business Days prior to the Initial Closing Date, and (ii) upon delivery of such notice, (x) such Project shall be deemed to be a Delayed Project, the Equity Interests in the applicable Project Company shall be deemed to constitute Delayed Assets, and the applicable Project Company shall be deemed to be a Delayed Project Company, and (y) the Initial Updated Portfolio Project Model shall be adjusted, based on the Pre-Closing Model Input Updates, pursuant to Section 2.16 to reflect any change in the date on which any Delayed Project is expected to achieve Commercial Operation, from the date on which such Commercial Operation was estimated to be achieved, as set forth in the Execution Date Portfolio Project Model.
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Delayed Assets. 2.7.1 Subject to Clause 5.1.5, if, following the satisfaction or waiver of all the other Conditions Precedent, ESH cannot transfer any Purchased Asset by Closing the Parties shall nevertheless proceed with the Closing, in respect of the remaining Purchased Assets.
Sample 1
Delayed Assets. (a) From and after the Closing Date, notwithstanding any other provision of this Agreement or any Ancillary Agreement relating to the Pre-Closing Restructuring or Shared Asset Transfers, any Contracts or other assets to be assigned, subleased or delegated to an Acquired Company pursuant to the Shared Asset Transactions or the Pre-Closing Restructuring, the assignment, sublease, delegation, transfer, conveyance or delivery of which to the applicable Acquired Company in connection with the Stock Purchase without the consent, authorization, approval or waiver of a third party (a “Consent”) would constitute a breach or other contravention of Law or the terms of such Contract or other asset (other than the Shared Assets described in the first sentence of Item 9 of Section 1.1(yyy) of the Seller Disclosure Letter, which shall be governed by Item 3 of Section 7.1(b) of the Seller Disclosure Letter) (a “Delayed Asset”), shall not be assigned, subleased, delegated, transferred, conveyed or delivered as provided herein until such time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, delegated, conveyed or delivered as provided herein without further action.
Sample 1
Delayed Assets. (a) Notwithstanding anything herein to the contrary, (i) any Transferred Asset, the assignment, transfer, conveyance or delivery of which to DKL PG without a Consent would constitute a breach or other contravention of Applicable Law or the terms of such Transferred Asset, or (ii) any Transferred Asset listed on Schedule 4.8(a), the assignment, transfer, conveyance or delivery of which to DKL PG would be ineffective as a result of required information being missing from the records of Contributors, in each case to the extent not otherwise transferred at Closing (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered to DKL PG until such time as such Consent or required information is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of DKL PG or the applicable Contributor unless expressly provided otherwise herein.
Sample 1
Delayed Assets. (a) Notwithstanding anything herein to the contrary, any Transferred Asset, the assignment, transfer, conveyance or delivery of which to the Buyer without a Consent would constitute a breach or other contravention of law or the terms of such Transferred Asset (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered to the Buyer until such time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of the Buyer or the Sellers.
Sample 1
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Related to Delayed Assets

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Title to Property of the Trust Except as provided in Section 3.8 with respect to the Debentures and the Property Account or as otherwise provided in this Trust Agreement, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial ownership interest in the assets of the Trust.

  • Retained Assets (a) Notwithstanding Section 2.1(a), all of Seller's right, title and interest in the following properties, assets and rights shall be excluded from the Assets (collectively, the "Retained Assets"):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

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