Delayed Transferred Asset definition

Delayed Transferred Asset shall have the meaning set forth in Section 2.4(c).
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Delayed Transferred Asset has the meaning set forth in Section 1.6(a).
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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.

  • 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.

  • 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.

  • Subject to the terms of the Transition Services Agreement, Seller shall, and shall cause the Retained Subsidiaries to pay and remit to Buyer promptly all monies, rights and other consideration received by Seller or its Subsidiaries directly related to any such Delayed Transferred Asset due and owing to Buyer or the Company as contemplated by this Section 5.22.

  • 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.

  • Once any Required Consent is obtained, Parent shall, or shall cause its relevant Affiliates to, Transfer the applicable Delayed Transferred Asset to NewCo or a Subsidiary designated by NewCo as soon as reasonably practicable thereafter at no additional cost to NewCo and its Subsidiaries, which asset shall thereafter be treated as having been owned by NewCo for U.S. federal (and applicable state or local) Income Tax purposes from and after the Closing, to the maximum extent allowable by applicable Law.

Related to Delayed Transferred Asset

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Transfer Date means, in relation to a transfer, the later of:

  • Service Transfer Date means the date of a Service Transfer;

  • Retained Assets has the meaning set forth in Section 2.2.

  • Subject Assets is defined in Section 2.2(c).