Post-Closing Transfers Sample Clauses

Post-Closing Transfers. (a) If at any time following the Closing, any Party (or any Affiliate of such Party) shall receive or otherwise possess any asset or Liability that is allocated to the other Party pursuant to this Agreement or any Ancillary Agreement, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or cause to be transferred, such asset (each, a “Non-Transferred Asset”) or liability (each, a “Non-Transferred Liability”), as the case may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 shall not apply with respect to any Non-Assignable Asset. (b) At the reque...

Post-Closing Transfers. Following the Closing, and for a period of three (3) months thereafter, the parties shall cooperate with each other to identify any assets that were not designated as part of the Acquired Assets at the Closing, but which relate primarily to the acquired business and should have been transferred to the Buyer (the “Nontransferred Assets”). To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the Buyer, promptly take all actions to transfer such Nontransferred Assets to the Buyer. In the event the Seller is required to obtain the consent or approval of any person or entity prior to the transfer of any Nontransferred Asset, then the Seller shall, at its own expense, use its commercially reasonable efforts to promptly obtain such approval or consent, and upon obtaining such approval or consent, shall promptly transfer such Nontransferred Asset to the Buyer; provided, however, that in no event will Seller be required to pay third parties to obtain consents. In the event the Seller is unable to obtain such approval or consent, then the Seller and the Buyer shall discuss in good faith an appropriate resolution for the disposition of such Nontransferred Asset.

Post-Closing Transfers. Following the Closing, the parties shall cooperate with each other to identify any assets that were not designated as part of the Acquired Assets at the Closing but which are necessary to conduct the Acquired Business as currently being conducted by the Seller, but excluding the Real Property Lease (the “Nontransferred Assets”). To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the Buyer, promptly take all actions to transfer such Nontransferred Assets to the Buyer. In the event the Seller is required to obtain the consent or approval of any Person prior to the transfer of any Nontransferred Asset, then the Seller shall, at its own expense, use its commercially reasonable efforts to promptly obtain such approval or consent, and upon obtaining such approval or consent, shall promptly transfer such Nontransferred Asset to the Buyer. In the event the Seller is unable to obtain such approval or consent, then the Seller and the Buyer shall discuss in good faith an appropriate resolution for the transfer of the economic benefit of such Nontransferred Asset to the Buyer.

Post-Closing Transfers. (a) As promptly as practicable following the Closing Date (and in any event, not more than 180 days following the Closing Date), Seller shall cause ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ or any permitted transferee of the Nominee Share (▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ or such permitted transferee, the “Nominee Shareholder”) to convey, assign, transfer, and deliver for no additional consideration one (1) DWTPL Share (the “Nominee Share”) to EIG India, free and clear of all Security Interests (the “Nominee Share Transfer”). From the Closing until the consummation of the Nominee Share Transfer, the Nominee Shareholder shall, and Seller shall cause the Nominee Shareholder to, (i) hold the Nominee Share for the exclusive benefit of EIG India, (ii) not sell, convey, assign or transfer any interest in the Nominee Share to any other person or cause or allow the Nominee Share to become subject to any Security Interest without the Buyers’ prior written consent (in their sole discretion), (iii) vote the Nominee Share as instructed by the Buyers, (iv) waive any economic rights associated with the Nominee Share and (v) if requested by the Buyers, cause any transferee of the Nominee Share to agree in writing with EIG India to be bound by the requirements of this Section 1.11. (b) As promptly as practicable following the Closing Date, the Other Assets Seller shall convey, assign, transfer and deliver for no additional consideration the IP Address Blocks owned by the Other Assets Seller to EIG U.S., free and clear of all Security Interests and liabilities and execute and deliver any and all assignments, or other instruments of conveyance to transfer all right, title and interest in the IP Address Blocks to EIG U.S. (the “IP Address Block Transfer”). Without limiting any other obligation of the Sellers set forth in this Agreement, the Sellers shall use their Reasonable Best Efforts to obtain as promptly as practicable following the Closing Date, at their expense, any waivers, consents or approvals from ARIN, any Governmental Entities and other third parties, and to effect all registrations, filings and notices with or to ARIN, any Governmental Entities and other third parties, in each case that are required to consummate the IP Address Block Transfer, including collaborating in good faith with ARIN and EIG U.S. to obtain ARIN approval for the transfer of the IP Address Blocks to EIG U.S. and taking any and all actions as reasonably requested by EIG U.S. or as requested by ARIN to facilitate such trans...

Post-Closing Transfers. Immediately after the Closing, the Buyer shall assume financial responsibility as of the Closing Date for all utilities, internet services, facsimile numbers, wired telephone numbers and listings, agreements, leases and any other third party services (“Third Party Services”) used in the Businesses. Should financial responsibility for Third Party Services be in the name of the Seller and such services fail to be transferred within thirty (30) days after the Closing Date, the Seller may terminate those Third Party Services without liability of any kind to the Buyer.

Post-Closing Transfers. Pursuant to Subsections 2.3 (b) and (c), on ---------------------- the date specified in such Subsections, Seller shall deliver to Purchaser the original Manufacturing and Regulatory Books and Records and the original Financial Books and Records, respectively, and Purchaser shall deliver to Seller the appropriate cash payments, respectively, by wire transfer in accordance with the wire instruction set forth in Subsection 4.3(a).

Post-Closing Transfers. Immediately after the Closing, the Buyer shall assume financial responsibility as of the Closing Date for all utilities, internet services, facsimile numbers, wired telephone numbers and listings, agreements, leases and any other third party services (“Third Party Services”) used in the Hawaiian Businesses. Should financial responsibility for Third Party Services be in the name of the Sellers and such services fail to be transferred within thirty (30) days after the Closing Date, the Sellers may terminate those Third Party Services without liability of any kind to the Buyer.

Post-Closing Transfers. In the event that after the Effective Time, Entergy or any of its Affiliates owns any asset in its service territory that would have been included in the Transmission Assets as a Transmission Line Facility or Transmission Substation Facility (including Transmission Land Rights related thereto necessary to operate the Transmission Asset) (“Transferable Assets”) had the events described in this sentence occurred prior to the Effective Time, through (i) future system modifications resulting in the reclassification to transmission of any distribution lines or substation equipment or (ii) an acquisition (excluding any acquisition of an integrated utility company that includes a Transmission business) or construction of any facilities, Assets or equipment, Entergy or its relevant Affiliates shall convey to ITC ownership of such after-acquired Transmission Assets. In the event that after the Effective Time, ITC or any of its Affiliates owns any “distribution” asset in its service territory through future system modifications resulting in the reclassification of any facilities, Assets or equipment, ITC or its relevant Affiliates shall convey to Entergy ownership of such “distribution” assets. The price to be paid for any facility, asset or equipment, or group of related facilities, assets or equipment, so conveyed with a Net Book Value less than $10,000,000 shall be priced equal to the Net Book Value of such facilities, asset or equipment, but in any case shall not be less than zero dollars

Post-Closing Transfers. For the avoidance of doubt, the Buyer may transfer the Purchased Properties to any of its Affiliates post-Closing, provided that (i) such transfer does not negatively impact any rights of the Sellers under this Agreement, (ii) such transfers are in compliance with Applicable Laws and the Fund Agreements, and (iii) no such transfer will relieve Buyer of any of its obligations under this Agreement unless such obligations are transferred to the transferee and that such transferee is sufficiently creditworthy with sufficient assets to fulfill such obligations. In the event of such transfer, references to the “Buyer” throughout this Agreement (including, for the avoidance of doubt, Section 15.16) in respect of rights of the Sellers shall refer to the transferee if the context so requires.