Delayed Asset definition

Delayed Asset shall have the meaning set forth in Section 2.4(c).

Delayed Asset shall have the meaning set forth in the Separation Agreement.

Delayed Asset has the meaning set forth in Section 2.04(a).

Examples of Delayed Asset in a sentence

• In addition, the Party retaining any Delayed Asset or Delayed Liability (or relevant member of its Group) shall or shall cause such member of its Group to treat such Delayed Asset or Delayed Liability in the ordinary course of business in accordance with past practice.

• No Delayed Liability shall be assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in accordance with the terms and conditions of this Section 1.1(e).

• Except as otherwise required by applicable Law, each Party shall, and shall cause the members of its Group to, (i) treat for all Tax purposes (x) any Delayed Asset as an Asset owned by the Party entitled to such Delayed Asset, and (y) any Delayed Liability as a Liability of the Party intended to be responsible for such Delayed Liability, in each case not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment.

• At such time and on each occasion after the Closing as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser for no additional consideration without any further act on the part of any Party.

• If an automatic sale, assignment, conveyance, transfer or delivery may not be effected under applicable Law, each of the Transferring Party and Receiving Party shall immediately take all such actions as are required to effect such assignment, conveyance, transfer or delivery of such Delayed Asset to the Receiving Party.

More Definitions of Delayed Asset

Delayed Asset has the meaning set forth in Section 6.7(a).

Delayed Asset shall have the meaning given to such term in Section 2.1(b).

Delayed Asset means those assets, which are used by the Recipient and its Subsidiaries to conduct the Business as at the Closing, but which have not been sold, conveyed, assigned, transferred or delivered to, or assumed by, Recipient or any applicable Recipient Affiliate on the Closing Date (i) pursuant to mutual agreement of the Parties; or (ii) in accordance with the NEBA, Brazil AFTA or Argentina NEBA.

Delayed Asset means each Consent Delayed Asset or U.S. Plan Delayed Asset.

Delayed Asset has the meaning set forth in Section 1.4(a).

Delayed Asset means, from time to time, a Consent Required Asset or a No Regulatory Clearance Asset that becomes Capable of Being Transferred;

Delayed Asset as defined in Section 3.5 of this Agreement.