Applicable Transferee definition
Examples of Applicable Transferee in a sentence
Transferor 1: Not Applicable Transferor 2: Not Applicable Transferee 1: Not Applicable Transferee 2: Not Applicable The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation Date by executing a copy of this Novation Confirmation and returning a facsimile of the fully-executed Novation Confirmation to ▇▇▇-▇▇▇-▇▇▇▇.
For purposes of this Agreement and the Strict Foreclosure, the Collateral Agent and/or each Applicable Transferee that receives Specified Collateral in accordance with this clause (a) shall each constitute a “Specified Collateral Recipient”.
Each Debtor shall, immediately following the receipt of any such proceeds by such Debtor or any of its Affiliates, remit (or procure and cause to be remitted) to the Specified Collateral Recipient such proceeds (or, with respect to remittance to an Applicable Transferee, its Ratable Share thereof), and shall not commingle or permit the commingling of such proceeds with any other property of the Debtors or any other Person.
From and after the Applicable Closing Date, all risk of loss with respect to properties and assets of the Empress System Business or the Canadian Assets Business, as applicable, shall be borne by the Applicable Transferee.
Further, the Applicable Transferee shall indemnify and hold harmless the Applicable Transferor from any retroactive premiums imposed by any insurer under programs or policies maintained by the Applicable Transferor prior to the Applicable Closing as a result of any claims made after the Applicable Closing Date with respect to the properties and assets of the Empress System Business or the Canadian Assets Business, as applicable, regardless of the date of loss.
Each Applicable Transferee acknowledges that the programs and policies of insurance maintained by the Applicable Transferors to provide coverage in favor of the Empress System Business or the Canadian Assets Business, as applicable, shall be terminated effective 12:01 A.M. on the day following the Applicable Closing Date.
In those instances where the third-party lessor does not consent to such transfer, COP and the Applicable Transferee shall prepare and agree upon a shared-use agreement with respect to the radio tower as described below.
Subject to the terms and conditions of this Agreement, COP shall, and shall cause the COP Sale-Related Group to, use reasonable efforts to preserve the Empress System Business intact, to keep available to the Empress System Business and the Applicable Transferee the services of the Empress System Employees and to preserve the goodwill of and maintain satisfactory relationships with customers and others having business relations with the Empress System Business in all material respects.
Any reasonable out-of-pocket expense incurred by the Applicable Transferor with respect to maintaining such support for periods after the Applicable Closing Date shall be reimbursed to the Applicable Transferor by the Applicable Transferee.
Each Applicable Transferor will provide additional information to the extent reasonably requested and required by any Applicable Transferee for a legitimate purpose.