Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers or the Deal Agent, as agent of the Purchasers, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent may direct the Seller to accept the retransfer of all of the Assets and the Seller shall be obligated to accept retransfer of such Assets on a Payment Date specified by the Seller (such date, the "Retransfer Date"). The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided below for such Assets in the Collection Account for distribution to the Purchasers. The deposit amount (the "Retransfer Amount") for such retransfer will be equal to the (A) sum of (i) the aggregate outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made, (ii) an amount equal to all amounts accrued and to accrue with respect to unpaid Program Fees, Commitment Fees and Yield in respect of such Capital at the applicable Yield Rate through the maturity date of latest maturing Commercial Paper Notes and (iii) any and all costs associated with the termination, in whole or in part, of any Hedging Agreement minus (B) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that full Retransfer Amount has been deposited into the Collection Account, the Assets shall be transferred to the Seller; and the Deal Agent as agent for the Purchasers shall, at the sole expense of the Servicer, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Servicer on behalf of the Seller to vest in the Seller, or its designee or assignee, all right, title and interest of the Deal Agent as agent for the Purchasers in, to and under the Assets. If the Deal Agent gives a notice directing the Seller to accept such a retransfer as provided above, the obligation of Seller to accept a retransfer pursuant to this Section 5.6 shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 4.2 available to the Purchasers and the Deal Agent on behalf of the Purchasers.
Retransfer of Assets. (a) If either Party determines, within twelve (12) months after the Closing Date, that Buyer owns any Excluded Assets, or that any Assets have been transferred by Seller or the Rolling Mill Affiliates to Buyer or the Company, that are not Rolling Mill Assets, then Buyer shall transfer, assign and convey, or shall cause any such Asset to be transferred, assigned and conveyed, to Seller or any of its Affiliates or other designees designated by Seller without any consideration therefor.
(b) If either Party determines, within twelve (12) months after the Closing Date, that any of Seller or any of its Affiliates owns any Rolling Mill Assets, or that any Assets have not been transferred by Seller or any Rolling Mill Affiliate to Buyer or the Company, that are Rolling Mill Assets, then Seller shall transfer, assign and convey, or shall cause any such Asset to be transferred, assigned and conveyed, to Buyer or any of its Affiliates or other designees designated by Buyer without any consideration therefor.
Retransfer of Assets. 51 SECTION 5.7 YEAR 2000 COMPATIBILITY.............................................................................51
Retransfer of Assets. If either party reasonably determines after the Closing that (a) any of the Transferred Diversey Companies or their Subsidiaries owns any Excluded Assets, or that any Assets have been transferred by the Diversey Asset Sellers to the Diversey Asset Buyers that are not Diversey Assets, then Buyer shall transfer, assign, and convey, or shall cause any such Asset to be transferred, assigned, and conveyed, to SEE or any of its Affiliates or other designees designated by SEE without any consideration therefor; or (b) SEE or any of the Retained Subsidiaries owns any Acquired Diversey Assets, or that any Assets that are Diversey Assets have not been transferred by the Diversey Asset Sellers to the Diversey Asset Buyers, then SEE shall transfer, assign, and convey, or shall cause any such Asset to be transferred, assigned, and conveyed, to Buyer or any of its Affiliates or other designees designated by Buyer without any consideration therefor. In each case of clause (a) and (b), any transfer of an Asset that occurs prior to the Buyer’s delivery of the Preliminary Adjustment Statement to SEE shall be deemed to have occurred at Closing for purposes of calculating Closing Cash, Closing Net Working Capital, Closing Indebtedness, and Closing Seller Expenses.
Retransfer of Assets. (a) If either party determines, within twelve (12) months after the Closing Date, that any of the Transferred PMD Companies owns any Excluded Assets, or that any Assets have been transferred by the PMD Asset Sellers to the PMD Asset Buyers, that are not PMD Assets, then Buyer shall transfer, assign and convey, or shall cause any such Asset to be transferred, assigned and conveyed, to APD or any of its Affiliates or other designees designated by APD without any consideration therefor.
(b) If either party determines, within twelve (12) months after the Closing Date, that any of APD or the Retained Subsidiaries owns any PMD Assets, or that any Assets have not been transferred by the PMD Asset Sellers to the PMD Asset Buyers, that are PMD Assets, then APD shall transfer, assign and convey, or shall cause any such Asset to be transferred, assigned and conveyed, to Buyer or any of its Affiliates or other designees designated by Buyer without any consideration therefor.
Retransfer of Assets. If any party determines, after the Closing Date, that any of the Sellers or any of their Affiliates (or any acquirer of the Women’s Health Business) owns any assets related to the Business (other than any Excluded Asset or any asset set forth on Section 5.26 of the Disclosure Schedules), or that any assets related to the Business (other than any Excluded Asset or any asset set forth on Section 5.26 of the Disclosure Schedules) have not been transferred by the Sellers to the Companies, their Subsidiaries or Purchaser or its Subsidiaries, as applicable, then each of the Sellers shall and shall cause their Affiliates to, or shall use their reasonable best efforts to cause any acquirer of the Women’s Health Business to, transfer, assign and convey, or cause any such assets to be transferred, assigned and conveyed, to the Companies, Purchaser or their Subsidiaries, as applicable, without any consideration therefor.
Retransfer of Assets. If any party determines, after the Closing Date, that any of the Cliffstar Companies owns any Assets, or that any Assets have not been transferred by the Cliffstar Companies to either Purchaser Sub or the LLC, as applicable, then the applicable Cliffstar Company shall transfer, assign and convey, or shall cause any such Asset to be transferred, assigned and conveyed, to Purchaser Sub or the LLC, as applicable, without any consideration therefor. If any party determines, after the Closing Date, that any of Purchaser, Purchaser Sub or the LLC owns any Excluded Asset that should not have been transferred to Purchaser, Purchaser Sub or the LLC hereunder, then Purchaser shall, or shall cause Purchaser Sub or the LLC, as applicable, to, and Purchaser, Purchaser Sub or the LLC, as applicable, shall, transfer, assign and convey, or shall cause such Excluded Asset to be transferred, assigned and conveyed, to the Cliffstar Companies or its designee without any consideration therefor.
Retransfer of Assets. If any Party determines, after the Closing Date, that the Company or any of the Company Subsidiaries owns any Excluded Assets, or that any Transferred Assets have been retained by MMAC or any of its Subsidiaries (other than the Company or any Company Subsidiary), then the relevant Party shall transfer, assign and convey, or shall cause any such asset to be transferred, assigned and conveyed, to the intended recipient or other designees designated by such recipient without any consideration therefor.
Retransfer of Assets. In the event of a breach of any representation or warranty set forth in Section 4.2 hereof which breach could reasonably be expected to have a material adverse effect on the rights of the Secured Parties or the Deal Agent, as agent of the Secured Parties, or on the ability of the Seller to perform its obligations hereunder, by notice then given in writing to the Seller, the Deal Agent
Retransfer of Assets. If any Party determines, after the Closing Date, that any of the B&K Companies or their Subsidiaries owns any Assets, or that any Assets have been transferred by the Asset Sellers to the Asset Buyers, that are not B&K Assets, then the relevant Buyer shall transfer, assign and convey, or shall cause any such Asset to be transferred, assigned and conveyed, to ASD or any of its Affiliates or other designees designated by ASD (which may include WABCO) without any consideration therefor, provided that should any Liability to Tax arise on such transfer (or would have arisen but for the availability of any relief, credit, offset or deduction arising post Closing) ASD shall indemnify the Buyers for such amount. If any Party determines, after the Closing Date, that any of ASD or the Retained Subsidiaries owns any B&K Assets that should have been transferred to the Asset Buyers hereunder, then the relevant Seller shall transfer, assign and convey, or shall cause such B&K Asset to be transferred, assigned and conveyed, to the Buyer or its designee without any consideration therefor.
