Examples of Delayed Transferred Asset in a sentence
In addition, the member of the Parent Group retaining such Delayed Transferred Asset or such Delayed Assumed Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Transferred Asset or Delayed Assumed Liability in the ordinary course of business in accordance with past practice.
SpinCo and the SpinCo Group will indemnify and hold harmless the Parent and Parent Group from and against any Liabilities arising out of or relating to Parent or the Parent Group retaining and holding such Delayed Transferred Asset.
In addition, the member of the RemainCo Group retaining such Delayed Transferred Asset or such Delayed Assumed Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Transferred Asset or Delayed Assumed Liability in the ordinary course of business in accordance with past practice.
SpinCo and the SpinCo Group will indemnify and hold harmless the Company and the RemainCo Group from and against any Liabilities arising out of or relating to the Company or the RemainCo Group retaining and holding such Delayed Transferred Asset or Delayed Assumed Liability.
Notwithstanding the foregoing, any such Delayed Transferred Asset or Delayed Non-Transferred Asset shall be deemed an Asset of the TWE Non-Broadband Group or the TWE Broadband Group, respectively, for purposes of determining whether any Liability is a TWE Non-Broadband Liability or a TWE Broadband Liability, respectively.
For the avoidance of doubt, neither the Closing Payment nor the Purchase Price shall be reduced or otherwise adjusted in connection with the delayed transfer of any Delayed Transferred Asset or Delayed Assumed Liability.
In the event the Closing proceeds without the Transfer of any such Delayed Transferred Asset, then such asset shall nevertheless be regarded as a Transferred Asset for purposes of the calculations required under Section 2.4 to the extent applicable.
Pending the assignment, transfer, conveyance or delivery of any Delayed Transferred Asset and the assumption of any Delayed Transfer Liability, Parent and Buyer shall cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits of the Delayed Transfer Assets and assume the obligations under the Delayed Transfer Liabilities in accordance with this Agreement, including subcontracting, sublicensing or subleasing arrangements.