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 Purchaser. The Vendor shall, subject as hereinafter set forth, pay to the Purchaser all moneys collected by or paid to the Vendor in respect of every such Delayed Transfer Asset. In the event that the Vendor is entitled to be paid for any expense or cost incurred or to be incurred in respect of any Delayed Transfer Asset as contemplated in this Section 8.2(1) which has not been paid to and received by the Vendor, the Vendor shall be entitled to set off and deduct from any payment to be made to the Purchaser as contemplated in the immediately preceding sentence of this Section 8.2(1) all such amounts in satisfaction of such obligation of the Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Igi Laboratories, Inc), Asset Purchase Agreement (Igi Laboratories, Inc)
Delayed Transfer Assets. (a) To the extent that any Purchased Contributed Asset or any claim, right or benefit arising under or resulting from such Purchased Contributed 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 Contributed 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 Contributed 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 PurchaserLimited Partnership, the Vendor RNC shall:
(ai) hold the Delayed Transfer Assets in trust for the PurchaserLimited Partnership;
(bii) comply with the terms and provisions of or relating to the Delayed Transfer Assets as agent for the PurchaserLimited Partnership, provided the Purchaser Limited Partnership attends to all payments and costs required to be made in the ordinary course of business in respect of such Delayed Transfer Assets;
(ciii) co-operate with the Purchaser at the Purchaser’s expense Limited Partnership in any reasonable and lawful arrangements designed to provide the benefits of the Delayed Transfer Assets to the PurchaserLimited Partnership; and
(div) enforce, at the request of the Purchaser and at the expense Limited Partnership and for the account of the PurchaserLimited Partnership, any rights of the Vendor RNC under or arising from the Delayed Transfer Assets against any Third Party, including provided that the right Limited Partnership shall be responsible for all reasonable out-of-pocket expenses incurred by RNC pursuant to elect Section 7.5(a)(iii) or 7.5(a)(iv) and provided further, that in no event shall this Section 7.5 be deemed to terminate constitute a waiver by the Purchaser Parties of any such rights in accordance with the terms of such rights upon the written direction of the Purchaser. condition precedent to Closing contained herein.
(b) In order that the full value of the Delayed Transfer Assets may be realized for the benefit of the PurchaserLimited Partnership, the Vendor RNC shall, at the request and at the expense and for the account of the Limited Partnership, and under the direction of the PurchaserLimited Partnership, in the name of the Vendor RNC or otherwise as the Purchaser Limited Partnership may specify, take all such action and do or cause to be done all such things as are, in the opinion of the PurchaserLimited Partnership, necessary or proper in order that the obligations of the Vendor RNC 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 PurchaserLimited Partnership, and that any moneys amounts due and payable and to become due and payable to the Purchaser Limited Partnership in and under such Delayed Transfer Assets are received by the PurchaserLimited Partnership. The Vendor RNC shall, subject as hereinafter set forth, pay to the Purchaser Limited Partnership all moneys amounts collected by or paid to the Vendor RNC in respect of every such Delayed Transfer Asset. In the event that the Vendor RNC is entitled to be paid for any expense or cost incurred or to be incurred in respect of any Delayed Transfer Asset as contemplated in this Section 8.2(17.5(a) which has not been paid to and received by the VendorRNC, the Vendor RNC shall be entitled to set off and deduct from any payment to be made to the Purchaser Limited Partnership as contemplated in the immediately preceding sentence of this Section 8.2(17.5(a) all such amounts in satisfaction of such obligation of the PurchaserLimited Partnership.
Appears in 1 contract
Samples: Contribution Agreement
Delayed Transfer Assets. To the extent that If a Required Consent with respect to any Purchased Asset Franchise, License, Contract or any claim, right or benefit arising under or resulting from such Purchased Asset Lease is not capable of being transferred without obtained prior to the approvalClosing, consent then such Franchise, License, Contract or waiver of any Third Party which has not yet been obtainedLease (each, 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 AssetsAsset”) shall not be transferred or assigned at Closing and the Affiliate that presently is the contract party to such Delayed Transfer Asset (or if such Affiliate will cease to exist on the Closing Date as a result of a Transaction in which such Affiliate will be merged with and into TWCE, then TWCE as the surviving entity in such merger and the successor contract party to such Delayed Transfer Asset by operation law as a result of such merger Transaction) (in each case, the “Contracting Party”), except as otherwise expressly provided in this Agreement, this Agreement shall not constitute an agreement to transfer any and the appropriate Regional Operating Entity (the “Managing Party”) will execute a Delayed Transfer Asset unless and until such approval, consent or waiver has been obtainedManagement Agreement with respect to each Delayed Transfer Asset. After Each Delayed Transfer Asset Management Agreement shall provide that the Closing and until all Managing Party shall manage such Delayed Transfer Assets are transferred Asset on behalf of the Contracting Party, subject to the Purchaser, following: (i) the Vendor shall:
(a) hold the Delayed Transfer Assets in trust for the Purchaser;
(b) comply with the terms and provisions of or Managing Party shall bear all expenses relating to the Delayed Transfer Assets as agent for Asset and shall receive and be entitled to retain all of the Purchaser, provided the Purchaser attends benefits relating to all payments and costs required to be made in respect of such Delayed Transfer Assets;
Asset as its management fee; and (cii) co-operate such management shall continue with the Purchaser at the Purchaser’s expense in any reasonable and lawful arrangements designed respect to provide the benefits of the such Delayed Transfer Assets Asset until such time as such Delayed Transfer Asset is transferred and assigned 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 Managing Party in accordance with the terms of such rights upon the written direction of the Purchaserthis Agreement or is terminated or revoked. In order that the full value of the If a Delayed Transfer Assets may be realized for the benefit of the PurchaserAsset is terminated or revoked, the Vendor shallContracting Party promptly thereafter shall use commercially reasonable efforts to transfer and assign to the Managing Party any right the Contracting Party may have with respect thereto. The Contracting Party shall transfer and assign, at no additional cost to the Managing Party, each Delayed Transfer Asset to the Managing Party within ten (10) business days after the Required Consent for such transfer or assignment is received. Notwithstanding that a Required Consent for a Delayed Transfer Asset has not been obtained, at any time after the Closing Date, either the Contracting Party or the Managing Party may request that such Delayed Transfer Asset be transferred and expense assigned to, and under received and assumed by the direction of Managing Party, at no additional cost to the PurchaserManaging Party, in and unless the name of other party reasonably objects to such requested transfer and assignment at such time, the Vendor or otherwise as Contracting Party and the Purchaser may specify, Managing Party promptly shall take all such action and do or cause execute such documents as may be reasonably necessary 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 transfer and assign such Delayed Transfer Assets may be performed in such manner that the value of such Delayed Transfer Assets is preserved and enures Asset 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 Purchaser. The Vendor shall, subject as hereinafter set forth, pay to the Purchaser all moneys collected by or paid to the Vendor in respect of every such Delayed Transfer AssetManaging Party. In the event that the Vendor Managing Party is entitled legally prohibited from managing any Delayed Transfer Asset, the Managing Party and the Contracting Party shall negotiate in good faith to be paid resolve the management thereof to preserve the purpose and intent of this Section 3.3. The Managing Party shall become liable for any expense or cost incurred or the liabilities with respect to be incurred in respect of any the Delayed Transfer Asset as contemplated in this Section 8.2(1) which of the Closing Date except any such liabilities that the Contracting Party may be legally obligated to retain as the Contracting Party thereunder. A Contracting Party may commence litigation against any third party that such Contracting Party reasonably concludes has not been paid to and received by the Vendorunreasonably withheld, the Vendor shall be entitled to set off and deduct from any payment to be made conditioned or delayed its consent or denied such Contracting Party’s request for approval to the Purchaser as contemplated in transfer or assignment to the immediately preceding sentence of this Section 8.2(1) all such amounts in satisfaction of such obligation Managing Party of the PurchaserDelayed Transfer Asset with which such third party is associated.
Appears in 1 contract
Samples: Restructuring Agreement
Delayed Transfer Assets. To the extent 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 obtainedthird Person, or if the transfer of any Purchased Asset would constitute a breach of any obligation under, or a violation of, of any applicable Law, in each case Applicable Law unless the approval, consent or waiver of such Third Party third Person 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 and without limiting the rights and remedies of he Purchaser contained elsewhere 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:
(a1) maintain its existence and hold the Delayed Transfer Assets in trust for the Purchaser;
(b2) comply with the terms and provisions of or relating to the Delayed Transfer Assets as agent for the Purchaser at the Purchaser, provided ’s cost and for the Purchaser attends to all payments and costs required to be made in respect of such Delayed Transfer AssetsPurchaser’s benefit;
(c3) 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
(d4) 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 Partythird Person, 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 Purchaser. The Vendor shall, subject as hereinafter set forth, pay to the Purchaser all moneys collected by or paid to the Vendor in respect of every such Delayed Transfer Asset. In the event that the Vendor is entitled to be paid for any expense or cost incurred or to be incurred in respect of any Delayed Transfer Asset as contemplated in this Section 8.2(1) which has not been paid to and received by the Vendor, the Vendor shall be entitled to set off and deduct from any payment to be made to the Purchaser as contemplated in the immediately preceding sentence of this Section 8.2(1) all such amounts in satisfaction of such obligation of the Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (TRM Corp)
Delayed Transfer Assets. (a) Notwithstanding anything else in this Agreement, the parties agree and acknowledge that Seller and its Affiliates may be unable to convey, transfer, assign or deliver the Patent Documents set forth on Schedule 4.3 at Closing (which Assigned Assets will be conveyed, transferred, assigned or delivered, as applicable after the Closing as contemplated under Section 2.4, Section 4.2(d) or Section 8.4, as applicable), and in no event shall such inability of Seller and its Affiliates to make such transfer at the Closing be taken into account with respect to whether any conditions to the Closing set forth in Article IV shall have been satisfied, and no representation or warranty of Seller shall be breached or deemed breached as a result thereof. To the extent that any Purchased Assigned Asset (including any Patent Document), Business Document, or any claim, right or benefit arising under or resulting from such Purchased Assigned Asset is not capable of being transferred conveyed, transferred, assigned or delivered, as applicable, at such time without the approval, consent or waiver Consent of any Third Party which has not yet been obtaineda third party, or if the transfer conveyance, transfer, assignment or delivery of any Purchased Assigned Asset or Business Document at Closing would constitute a breach of any obligation under, or a violation of, any applicable Law, in each case Law unless the approval, consent or waiver Consent of such Third Party third party is obtained obtained, or such breach or violation of applicable Law does not exist, at the Closing (all such Purchased Assigned Assets being collectively referred to in this Agreement as “Delayed Transfer Assets”, and all such Business Documents, the “Delayed Transfer Business Documents”), except as otherwise expressly provided in this AgreementAgreement or the other Transaction Documents, this Agreement shall not constitute an agreement to transfer convey, transfer, assign or deliver, as applicable, any Delayed Transfer Asset Assets or Delayed Transfer Business Documents unless and until such approval, consent or waiver Consent has been obtained. , or such breach or violation of applicable Law does not exist, as applicable.
(b) Prior to Closing, Seller shall use its commercially reasonable efforts, and cooperate in good faith with Purchaser and/or its Affiliates, to obtain any such non-Governmental Entity third-party Consents (which commercially reasonable efforts shall not obligate Seller to agree to any concession or pay any consent or similar fee), or such waiver, approval, relief or other dispensation under applicable Law, as may be reasonably necessary (as determined by Purchaser in its sole and absolute discretion) to permit Seller to convey, transfer, assign or deliver at Closing the Assigned Assets set forth on Schedule 4.3.
(c) After the Closing and until all such Delayed Transfer Assets or Delayed Transfer Business Documents are transferred conveyed, transferred, assigned or delivered, as applicable, to the Purchaser, the Vendor Parties shall, except as otherwise expressly contemplated by this Agreement (including under Section 2.4(a), which sets forth the Parties’ obligations with respect to certain Assigned Assets, and Section 8.4, to cooperate with respect to processes with certain Governmental Entities) or the other Transaction Documents:
(ai) hold use reasonable best efforts to cooperate with the Delayed Transfer Assets in trust other, as applicable, to obtain any such non-Governmental Entity third-party Consents, or such waiver, approval, relief or other dispensations under such applicable Law; provided, however, that Purchaser shall be solely responsible for initiating and leading any such efforts to obtain such non-Governmental Entity third-party Consents and Seller’s responsibility shall be limited to using reasonable best efforts to provide support and assistance to the extent reasonably requested by Xxxxxxxxx (including, for the Purchaseravoidance of doubt, initiating contact with the relevant non-Governmental Entity third party);
(bii) comply with the terms and provisions of or relating upon request, to the Delayed Transfer Assets extent permitted under applicable Law and Contract, furnish the other Party with all information concerning itself and its representatives and such other matters as agent for may be reasonably necessary, proper or advisable, in connection with any statement, filing, notice or application made by or on behalf of the Parties to any third party in connection with obtaining any non-Governmental Entity third-party Consents, or such waiver, approval, relief or other dispensations under such applicable Law (including, in the case of Purchaser, provided the Purchaser attends such evidence as to all payments financial capability, resources and costs required to creditworthiness of it or any relevant Affiliate as may be made in respect of such Delayed Transfer Assets;reasonably requested by any third party whose Consent is sought hereunder); and
(ciii) co-operate with the Purchaser at the Purchaser’s expense cooperate in any good faith and use reasonable and best efforts to obtain or structure lawful arrangements designed to provide to Purchaser the benefits of of, and the obligations and liabilities relating to, 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 PurchaserAssets. In order that the full value of the Delayed Transfer Assets may be realized for the benefit of the Purchaserconnection with clause (iii), the Vendor Seller shall, at the Purchaser’s request and expense and under the direction of the Purchaserreasonable expense, in the name of the Vendor or otherwise as the Purchaser may specify, use reasonable best efforts to cause its applicable Affiliates to take all such action and do or cause to be done all such things as are, in the opinion of the Purchaser, actions that are reasonably necessary or proper in order that the obligations of the Vendor under such Delayed Transfer Assets may be performed in such manner that to preserve the value of such Delayed Transfer Assets is preserved and enures to for the benefit of Purchaser; provided, that Seller and its Affiliates shall not be required to take any action that would, in the Purchasergood-faith judgment of Seller, constitute a breach under any applicable Contract or be ineffective under, or contravene, applicable Law. Notwithstanding anything else in this Agreement, following the Closing, Seller shall not, and that shall cause its Affiliates not to, make any moneys due and payable and communication to become due and payable to any Governmental Entity or other third party in respect of the Purchaser in and under such Delayed Transfer Assets are received by without the Purchaser. The Vendor shall, subject as hereinafter set forth, pay to the Purchaser all moneys collected by or paid to the Vendor in respect prior written consent of every such Delayed Transfer Asset. In the event that the Vendor is entitled to be paid for any expense or cost incurred or to be incurred in respect of any Delayed Transfer Asset as contemplated in this Section 8.2(1) which has not been paid to and received by the Vendor, the Vendor shall be entitled to set off and deduct from any payment to be made to the Purchaser as contemplated in the immediately preceding sentence of this Section 8.2(1) all such amounts in satisfaction of such obligation of the Purchaser.
Appears in 1 contract
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 obtainedthird Person, 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 Applicable Law unless the approval, consent or waiver of such Third Party third Person 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 and without limiting the rights and remedies of the Purchaser contained elsewhere 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, each of the Vendor Vendors shall:
(a) maintain its existence and 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 at the Purchaser, provided ’s cost and for the Purchaser attends to all payments and costs required to be made in respect of such Delayed Transfer AssetsPurchaser’s benefit;
(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 Partythird Person, 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 Vendors shall, at the request and expense and under the direction of the Purchaser, in the name of the Vendor Vendors 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 Vendors 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 Purchaser. The Vendor shall, subject as hereinafter set forth, Vendors shall promptly pay to the Purchaser all moneys collected by or paid to the Vendor Vendors in respect of every such Delayed Transfer Asset. In the event that the Vendor is entitled to be paid for any expense or cost incurred or to be incurred in respect of any Delayed Transfer Asset as contemplated in this Section 8.2(1) which has not been paid to and received by the Vendor, the Vendor shall be entitled to set off and deduct from any payment to be made to the Purchaser as contemplated in the immediately preceding sentence of this Section 8.2(1) all such amounts in satisfaction of such obligation of the Purchaser.
Appears in 1 contract
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 Consent of any Third Party which has not yet been obtainedthird Person, 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 Law unless the approval, consent or waiver Consent of such Third Party third Person 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 and without limiting the rights and remedies of Xxxxx Parent or the Buyer contained elsewhere in this Agreement, this Agreement shall not constitute an agreement to transfer any such Delayed Transfer Asset unless and until such approval, consent or waiver Consent has been obtained. After the Closing and until all such Delayed Transfer Assets are transferred to the PurchaserBuyer, Trican Parent and the Vendor shall:Seller Companies shall use commercially reasonable efforts to, at the sole expense of the Seller Companies (except in the case of clause (f) below):
(a) hold the Delayed Transfer Assets in trust for on behalf of, and as bare trustee for, the PurchaserBuyer;
(b) comply with the terms and provisions of or relating to the Delayed Transfer Assets as agent for the Purchaser, provided Buyer and for the Purchaser attends to all payments and costs required to be made in respect of such Delayed Transfer AssetsBuyer’s benefit;
(c) co-operate cooperate with Xxxxx Parent and the Purchaser at the Purchaser’s expense Buyer in any reasonable and lawful arrangements designed to provide the benefits of the Delayed Transfer Assets to the Purchaser; andBuyer;
(d) enforce, at the written request of the Purchaser and at the expense Xxxxx Parent and for the account of the PurchaserBuyer, any rights of the Vendor Seller Companies under or arising from the Delayed Transfer Assets against any Third Partythird Person, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of Xxxxx Parent;
(e) obtain any Consent required to transfer and assign the PurchaserDelayed Transfer Assets; and
(f) make any required payment pursuant to the terms of such Delayed Transfer Asset’s Lease or underlying Contract; provided that Xxxxx Parent shall promptly reimburse Trican Parent for such payments upon receipt of appropriate documentation therefor. In order that the full value of the Delayed Transfer Assets may be realized for the benefit of Xxxxx Parent and the PurchaserBuyer, Trican Parent and the Vendor Seller Companies shall, at the request and expense and written request, under the direction of the PurchaserXxxxx Parent and as permitted by any applicable Contract or applicable Law, in the name of the Vendor Seller Companies or otherwise as the Purchaser Xxxxx Parent may specify, take all such action and do or cause to be done all such things as are, in the opinion of the PurchaserXxxxx Parent, necessary or proper in order that the obligations of the Vendor Seller Companies 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 Xxxxx Parent and the PurchaserBuyer, and that any moneys due and payable and to become due and payable to the Purchaser Xxxxx Parent in and under such Delayed Transfer Assets are received by the PurchaserBuyer. The Vendor Trican Parent shall, subject as hereinafter set forthor shall cause the Seller Companies to, promptly pay to the Purchaser Xxxxx Parent all moneys collected by or paid to the Vendor Seller Companies in respect of every such Delayed Transfer Asset. In Notwithstanding the event foregoing, nothing herein shall obligate or be construed to obligate Xxxxx Parent or the Buyer to make, or to cause any of its Affiliates to make, any payment to any Person (it being understood and agreed that the Vendor is entitled Seller Companies shall be permitted, but not obligated, to be paid for any expense or cost incurred make such payments on the Buyer ‘s behalf) or to be incurred in respect consent to any material amendment, extension or modification of any Delayed Transfer Asset as contemplated in this Section 8.2(1) which has not been paid order to and received by the Vendor, the Vendor shall be entitled obtain such Consent or to set off and deduct from transfer any payment to be made to the Purchaser as contemplated Delayed Transfer Asset in the immediately preceding sentence violation of this Section 8.2(1) all such amounts in satisfaction of such obligation of the Purchaserits terms.
Appears in 1 contract
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 obtainedthird Person, 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 Applicable Law unless the approval, consent or waiver of such Third Party third Person 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 and without limiting the rights and remedies of the Purchaser contained elsewhere 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. Schedule 4.5 lists all of the Delayed Transfer Assets. After the Closing and until all such Delayed Transfer Assets are transferred to the Purchaser, the Vendor and Merrimac shall:
(a) maintain its existence and 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 at the Purchaser, provided ’s cost and for the Purchaser attends to all payments and costs required to be made in respect of such Delayed Transfer AssetsPurchaser’s benefit;
(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 Partythird Person, 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 Purchaser. The Vendor shall, subject as hereinafter set forth, shall promptly pay to the Purchaser all moneys collected by or paid to the Vendor in respect of every such Delayed Transfer Asset. In the event that the Vendor is entitled to be paid for any expense or cost incurred or to be incurred in respect of any Delayed Transfer Asset as contemplated in this Section 8.2(1) which has not been paid to and received by the Vendor, the Vendor shall be entitled to set off and deduct from any payment to be made to the Purchaser as contemplated in the immediately preceding sentence of this Section 8.2(1) all such amounts in satisfaction of such obligation of the Purchaser.
Appears in 1 contract
