Examples of Deferred Item in a sentence
Subject to Section 7.3(b), each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts not to trigger, accelerate, or otherwise cause to be included in income any Listed Deferred Item if another Party would be required to indemnify that Party for Taxes attributable to such Listed Deferred Item pursuant to Section 4.1 of this Agreement.
Seller, the Selling Subsidiaries and the Transferred Subsidiaries (as relevant) have good and marketable indefeasible title in fee simple (or its equivalent under applicable Law) to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing (or, in the case of Real Property constituting a Deferred Item, at or prior to the Deferred Closing).
If so, question 2a is used to check if a deferral would conflict with already deferred items (i.e., check with the Deferred Item List (DIL))and question 2b subsequently checks if a deferral would lead to restrictions that conflict with scheduled operations.
Seller shall use commercially reasonable efforts to obtain the consent of such third party to the assignment to Buyer at the Closing of each Deferred Item (as defined below) in all cases in which such consent is or may be required for such assignment.
Notwithstanding the foregoing, if a Deferred Consent is not obtained within twelve (12) months after the Closing, Buyer may elect not to accept an assignment of such Deferred Item or to assume the obligations thereunder in which event such Deferred Item shall thereupon be an Excluded Asset and all obligations thereunder an Excluded Liability.