TWI Delayed Assets Sample Clauses

TWI Delayed Assets. Notwithstanding any other provision of this Agreement, any TWI Transferred Asset (other than any TWI Transferred Asset held by any TWI Transferred Subsidiary), the assignment, transfer, conveyance or delivery of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of Law or such TWI Transferred Asset or in any way adversely affect the rights of the Partnership, any of its applicable Subsidiaries, the Partners or the TWI Assignee thereunder (a “TWI Delayed Asset”), shall not be assigned, transferred, conveyed or delivered until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, at which time such TWI Delayed Asset shall, pursuant to the Bxxx of Sale and Assignment and Assumption Agreement, be automatically assigned, transferred, conveyed or delivered without further action on the part of the Partnership, its applicable Subsidiaries, the Partners or the TWI Assignee. Until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, (A) the Partnership (and its applicable Subsidiaries), the Partners and the TWI Assignee shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (B) the Partnership (and its applicable Subsidiaries) shall endeavor to provide the TWI Assignee with the benefits under each TWI Delayed Asset as if such TWI Delayed Asset had been assigned to the TWI Assignee, including preserving the benefits of and enforcing for the benefit of the TWI Assignee, at the TWI Assignee’s expense, any and all rights of the Partnership or any of its applicable Subsidiaries under such TWI Delayed Asset, and (C) to the extent permissible with respect to such TWI Delayed Asset, the TWI Assignee shall (1) be responsible for the obligations of the Partnership or its applicable Subsidiaries with respect to such TWI Delayed Asset and (2) act as the agent of the Partnership or its applicable Subsidiaries in preserving the benefits of and enforcing any and all rights of the Partnership or its applicable Subsidiaries in such TWI Delayed Asset. Notwithstanding any other provision in this Agreement or the Partnership Agreement to the contrary, any TWI Delayed Asset shall be deemed a TWI Transf...
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Related to TWI Delayed Assets

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