Delayed Transfer Assets. To the extent that any Purchased Asset or any claim, right or benefit arising under or resulting from such Purchased Asset is not capable of being transferred without the approval, consent or waiver of any Third Party which has not yet been obtained, or if the transfer of any Purchased Asset would constitute a breach of any obligation under, or a violation of, any applicable Law, in each case unless the approval, consent or waiver of such Third Party is obtained (all such Purchased Assets being collectively referred to in this Agreement as “Delayed Transfer Assets”), except as otherwise expressly provided in this Agreement, this Agreement shall not constitute an agreement to transfer any Delayed Transfer Asset unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Delayed Transfer Assets are transferred to the Purchaser, the Vendor shall:
(a) hold the Delayed Transfer Assets in trust for the Purchaser;
(b) comply with the terms and provisions of or relating to the Delayed Transfer Assets as agent for the Purchaser, provided the Purchaser attends to all payments and costs required to be made in respect of such Delayed Transfer Assets;
(c) co-operate with the Purchaser at the Purchaser’s expense in any reasonable and lawful arrangements designed to provide the benefits of the Delayed Transfer Assets to the Purchaser; and
(d) enforce, at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Vendor under or arising from the Delayed Transfer Assets against any Third Party, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Purchaser. In order that the full value of the Delayed Transfer Assets may be realized for the benefit of the Purchaser, the Vendor shall, at the request and expense and under the direction of the Purchaser, in the name of the Vendor or otherwise as the Purchaser may specify, take all such action and do or cause to be done all such things as are, in the opinion of the Purchaser, necessary or proper in order that the obligations of the Vendor under such Delayed Transfer Assets may be performed in such manner that the value of such Delayed Transfer Assets is preserved and enures to the benefit of the Purchaser, and that any moneys due and payable and to become due and payable to the Purchaser in and under such Delayed Transfer Assets are received by the Purchase...
Delayed Transfer Assets. Each of the parties hereto agrees that the Delayed Transfer Assets will be contributed, transferred, conveyed and delivered in accordance with the terms of any and all agreements that provide for such contribution, transfer, conveyance and delivery after the date of this Agreement or as otherwise set forth on SCHEDULE 2.4. Following such contribution, transfer, conveyance and delivery of any Delayed Transfer Asset the applicable Delayed Transfer Asset shall be treated for all purposes of this Agreement and the Ancillary Agreements as a SeraNova Asset. Each applicable member of the Intelligroup Group shall use commercially reasonable efforts to safeguard and preserve the Delayed Transfer Assets until the applicable date of transfer to SeraNova, normal wear and tear excepted.
Delayed Transfer Assets. Delayed Transfer Assets" means any Palm Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.
Delayed Transfer Assets. If the required Consents and Governmental Approvals to transfer the assets of the following entities to Genworth or one of its subsidiaries have not been obtained by December 28, 2004 then all of the issued and outstanding capital stock of such entities will be transferred to Genworth on or prior to December 31, 2004: • Financial Assurance Company Limited (which includes its ownership of Financial Insurance Company Limited, Consolidated Insurance Group Limited, GE Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A and GE Financial Insurance, Compania de Seguros y Reaseguros S.A.)
Delayed Transfer Assets. Delayed Transfer Assets" means any Luminent Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.
Delayed Transfer Assets. On before May 30, 2014, the Borrower shall deliver to the Administrative Agent satisfactory evidence that the Delayed Transfer Assets shall have been transferred to the Borrower and its Subsidiaries by SPG and its Subsidiaries.
Delayed Transfer Assets. DELAYED TRANSFER ASSETS" means any HDD Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.
Delayed Transfer Assets. DELAYED TRANSFER ASSETS" means any SNAP Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.
Delayed Transfer Assets. Notwithstanding anything to the contrary in the Agreement (as amended hereby), Cree shall deliver the Acquired Assets denoted with an asterisk (*) on Exhibit B hereto (the “Delayed Transfer Assets”) to Lextar Electronics Corp. on behalf of the Buyer by or before the date set forth under “Date Placed in Service” (the “Delayed Transfer Date”), which shall constitute delivery to the Buyer for all purposes under the Agreement, including Section 6.6(b). Prior to the Delayed Transfer Date, the Seller may continue to use the Delayed Transfer Assets in the operation of the Retained Businesses; provided that the Seller shall preserve the Delayed Transfer Assets in the Ordinary Course of Business.
Delayed Transfer Assets and Liabilities Schedule 2.2(a)(i)...
