Delayed Retained Transfers Clause Samples
The Delayed Retained Transfers clause establishes the conditions under which certain assets, rights, or obligations are not immediately transferred at the closing of a transaction but are instead transferred at a later, specified date or upon the occurrence of certain events. In practice, this clause might apply to assets that cannot be transferred immediately due to regulatory approvals, third-party consents, or unresolved contingencies. Its core function is to provide a clear mechanism for handling items that cannot be transferred at closing, ensuring that both parties understand when and how these transfers will occur, thereby reducing uncertainty and facilitating a smoother transaction process.
Delayed Retained Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the Parent Group of any Retained Asset or assumption by the Parent Group of any Retained Liability would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the Parent Group of such Retained Assets or the assumption by the Parent Group of such Retained 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 Retained Assets or Retained Liabilities shall continue to constitute Retained Assets and Retained Liabilities for all other purposes of this Agreement, and the Parties shall remain responsible and obligated with respect to any such Transferred Assets and Assumed Liabilities under the indemnification obligations set forth in Article IV.