Delayed Assets definition

Delayed Assets has the meaning set forth in Section 2.6.

Delayed Assets has the meaning given in Schedule 22 (Delayed Businesses);

Delayed Assets means the assets listed in Appendix 3 to this Schedule;

Examples of Delayed Assets in a sentence

• If there are any Delayed Assets, Seller shall use its commercially reasonable efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Seller, Purchaser or any of their respective Affiliates, and Purchaser shall reasonably cooperate with Seller in connection therewith.

• Seller shall maintain its corporate or limited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, and all Delayed Assets are transferred and assigned hereunder.

• The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages.

• On the Closing Date, WorldCom will transfer to AOL or its designee(s) good title to the CompuServe Assets and the CompuServe Online Services Business (except as provided in Section 1.4 in respect of Delayed Assets, if any), free and clear of any Lien or Other Encumbrances which would have a Material Adverse Effect with respect to the CompuServe Online Services Business.

• Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed Assets.

More Definitions of Delayed Assets

Delayed Assets means (a) the Equity Interests of any Project Company that owns, directly or indirectly, a Delayed Project and (b) all other assets relating primarily to any such Project Company, or the Project or Property of such Project Company.

Delayed Assets means (a) the Equity Interests of any Emerald Breeze Project Company that owns, directly or indirectly, a Delayed Project and (b) all other assets relating primarily to any such Emerald Breeze Project Company, or the Project or Property of such Emerald Breeze Project Company

Delayed Assets has the meaning set forth in the definition of “Required Balance.”

Delayed Assets has the meaning set forth in the Transition Services Agreement.

Delayed Assets means the Comcast Delayed Assets and the TWI Delayed Assets.

Delayed Assets has the meaning assigned that term in the Purchase Agreement. Dispose, Disposing, or Disposition means, with respect to any asset (including a Membership Interest or any portion thereof (including any Class A Unit or Class B Unit) or any derivative or similar arrangement whereby a portion or all of the economic interests in, or risk of loss or opportunity for gain with respect to, such Membership Interest is transferred or shifted to another Person), any direct or indirect sale, assignment, lease, transfer, conveyance, gift, exchange, or other disposition of such asset, whether such disposition be voluntary, involuntary, or by operation of Law, including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession, or otherwise; (b) in the case of an asset owned by an entity, (i) a sale of the equity of such entity or a merger, division, or consolidation of such entity (other than a merger in which such entity is the survivor thereof) or (ii) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up, or termination of such entity (unless, in the case of dissolution, such entity’s business is continued without the commencement of liquidation or winding-up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance itself; provided, however, that any Disposition of limited partnership interests or other equity interests of NEP, Apollo Global Management, Inc., or an Investor Parent (provided that Apollo Global Management Inc. or an Affiliate thereof retains Control of such Investor Parent) shall not be subject to the restrictions set forth in Article 7.

Delayed Assets and “Delayed Liabilities” have the meaning set forth in Section 6.11.