Common use of Delayed Assets Clause in Contracts

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. (b) Until such time as such Consent is obtained, (i) each Party (and its applicable subsidiaries and Affiliates) shall use its commercially reasonable efforts to obtain the relevant Consent; provided, that no Party shall be required to pay any monies or give any other consideration in order to obtain any such Consents, (ii) the Sellers shall endeavor to provide the Buyer with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer (including by means of any subcontracting, sublicensing or subleasing arrangement), to the extent such is permitted under the applicable Delayed Assets, (iii) the Sellers shall promptly pay over to the Buyer or its subsidiaries payments received by the Sellers after the Closing in respect of all Delayed Assets, and (iv) the Buyer shall be responsible for the Liabilities of the Sellers with respect to such Delayed Asset to the extent arising after the Effective Time. Notwithstanding any other provision in this Agreement to the contrary, following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Transferred Asset. (c) The Buyer hereby agrees that the failure to obtain any such Consent referred to in this Section 6.7 or the failure of any such Delayed Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a breach by the Sellers of any representation, warranty, covenant or agreement under this Agreement; provided, however, that any breach by any Seller of its covenants in this Section 6.7 may constitute a breach under this Agreement. Nothing in this Section 6.7 shall be deemed to constitute an agreement to exclude from the Transferred Assets any such Delayed Asset.

Delayed Assets. (a) Notwithstanding anything herein From and after the Closing Date, notwithstanding any other provision of this Agreement or any Ancillary Agreement relating to the contraryPre-Closing Restructuring or Shared Asset Transfers, any Transferred AssetContracts 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 Buyer applicable Acquired Company in connection with the Stock Purchase without the consent, authorization, approval or waiver of a Consent third party (a “Consent”) would constitute a breach or other contravention of Applicable Law or the terms of such Transferred Asset and any easements related to Contract or other asset (other than the pipelines located outside Shared Assets described in the first sentence of Item 9 of Section 1.1(yyy) of the refinery propertySeller Disclosure Letter, to which shall be governed by Item 3 of Section 7.1(b) of the extent not otherwise transferred at Closing Seller Disclosure Letter) (a “Delayed Asset”), shall not be assigned, subleased, delegated, transferred, conveyed or delivered to the Buyer 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 on the part of the Buyer or the applicable Selleraction. (b) Until With respect to each Delayed Asset, until such time as such the applicable Consent is obtained, (i) each Party (and its applicable subsidiaries and AffiliatesSubsidiaries) shall use its commercially reasonable best efforts to obtain the relevant Consent; provided, that no Party shall be required to pay any monies or give any other consideration in order to obtain any such Consents, (ii) the Sellers Party holding such Delayed Asset shall endeavor to provide provide, or cause its applicable Affiliates (solely to the Buyer extent related to such Delayed Asset) to provide, the Party who is to receive the Delayed Asset as provided herein, with the net benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer transferred as provided herein (including by means of any subcontracting, sublicensing or subleasing arrangement), to if the extent such same is permitted under the applicable Delayed AssetsAsset, (iii) the Sellers Party holding such Delayed Asset shall, and shall cause its applicable Affiliates (solely to the extent related to such Delayed Asset) to, promptly pay over to the Buyer or its subsidiaries Party who is to receive the Delayed Asset as provided herein, all payments received by such first Party or its Affiliates (solely to the Sellers extent related to such Delayed Asset) after the Closing in respect of all Delayed Assets, Assets (net of all payments paid by such Party or its Affiliates in respect of such Delayed Asset) and (iv) the Buyer Party who is to receive the Delayed Asset shall be responsible for assume and promptly and fully pay when due, perform and discharge in accordance with their terms all of the Liabilities arising out of the Sellers with respect or relating to such Delayed Asset to the extent arising after the Effective TimeAsset. Notwithstanding any other provision in this Agreement to the contrary, following in exercising its reasonable best efforts under this Section 6.2(b) or Section 7.1 (including the assignment, transfer, conveyance and delivery actions set forth on Section 7.1(b) of any Delayed Assetthe Seller Disclosure Letter), the applicable Delayed Asset members of the Seller Group and their respective Affiliates, on the one hand, and the Buyer, the Acquired Companies and their respective Affiliates, on the other hand, shall not be treated for all purposes of this Agreement as a Transferred Assetobligated to pay any consideration, commence or threaten to commence any litigation, grant any accommodation or undertake any obligations to any third party. (c) The Buyer hereby agrees that the failure to obtain any such Consent referred to in this Section 6.7 6.2(a) or the failure of any such Delayed Asset to constitute a Transferred be assigned, subleased or delegated to the applicable Acquired Company pursuant to the Pre-Closing Restructuring or the Shared Asset Transactions, or any circumstances resulting therefrom (including, in the case of any Contracts, the exercise by the counterparty to such Contract of any termination rights or other remedies thereunder) shall not constitute a breach by the Sellers Seller of any representation, warranty, covenant or agreement under this Agreement; provided, however, that Agreement or any breach by any Seller of its covenants in this Section 6.7 may constitute a breach under this Agreement. Nothing in this Section 6.7 shall be deemed to constitute an agreement to exclude from the Transferred Assets any such Delayed AssetAncillary Agreements.

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 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 SellerSellers. (b) Until such time as such Consent is obtained, (i) each Party (and its applicable subsidiaries and Affiliates) shall use its commercially reasonable efforts to obtain the relevant Consent; provided, that no Party shall be required to pay any monies or give any other consideration in order to obtain any such Consents, (ii) the Sellers shall endeavor to provide the Buyer with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer (including by means of any subcontracting, sublicensing or subleasing arrangement), to the extent such is permitted under the applicable Delayed Assets, (iii) the Sellers shall promptly pay over to the Buyer or its subsidiaries payments received by the Sellers after the Closing in respect of all Delayed Assets, and (iv) the Buyer shall be responsible for the Liabilities liabilities of the Sellers with respect to such Delayed Asset to the extent arising after the Effective TimeAsset. Notwithstanding any other provision in this Agreement to the contrary, following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Transferred Asset. (c) The Buyer hereby agrees that the failure to obtain any such Consent referred to in this Section 6.7 6.8 or the failure of any such Delayed Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a breach by the Sellers of any representation, warranty, covenant or agreement under this Agreement; provided, however, that any breach by any Seller the Sellers of its covenants in this Section 6.7 6.8 may constitute a breach under this Agreement. Nothing in this Section 6.7 6.8 shall be deemed to constitute an agreement to exclude from the Transferred Assets any such Delayed Asset.

Delayed Assets. (a) Notwithstanding anything herein to the contrary, (i) any Transferred Asset, the assignment, transfer, conveyance or delivery of which to the Buyer 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 and any easements related 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 pipelines located outside records of the refinery propertyContributors, in each case to the extent not otherwise transferred at Closing (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered to the Buyer 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 the Buyer DKL PG or the applicable SellerContributor unless expressly provided otherwise herein. (b) Until such time as such Consent or required information is obtained, (i) each Party (and its applicable subsidiaries and Affiliates) shall use its commercially reasonable efforts to obtain the relevant ConsentConsent or required information; provided, that no Party shall be required to pay any monies or give any other consideration in order to obtain any such ConsentsConsents or required information, (ii) the Sellers Contributors shall endeavor to provide the Buyer DKL PG with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer DKL PG (including by means of any subcontracting, sublicensing or subleasing arrangement), to the extent such is permitted under the applicable Delayed Assets, (iii) the Sellers Contributors shall promptly pay over to the Buyer DKL PG or its subsidiaries payments received by the Sellers Contributors after the Closing in respect of all Delayed Assets, and (iv) the Buyer DKL PG shall be responsible for the Liabilities of the Sellers Contributors with respect to such Delayed Asset to the extent arising after the Effective Time. Notwithstanding any other provision in this Agreement to the contrary, following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Transferred Asset. (c) The Buyer DKL PG hereby agrees that the failure to obtain any such Consent or required information referred to in this Section 6.7 6.5 or the failure of any such Delayed Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a breach by the Sellers Contributors of any representation, warranty, covenant or agreement under this Agreement; provided, however, that any breach by any Seller Contributor of its covenants in this Section 6.7 6.5 may constitute a breach under this Agreement. Nothing in this Section 6.7 6.5 shall be deemed to constitute an agreement to exclude from the Transferred Assets any such Delayed Asset.