Deferred Transfers Sample Clauses

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Deferred Transfers. (i) The Parties acknowledge and agree that due to the requirements of applicable Law, the need to obtain Governmental Approvals or other Consents or for other business reasons, the Parties have agreed to defer until after the Effective Time certain Transfers and Assumptions, including as contemplated by the Internal Reorganization (together with the Transfers and Assumptions contemplated by Section 2.6(a)(ii), the “Deferred Transfers”). (ii) If and to the extent any Transfers or Assumptions contemplated by this Article II shall not have been completed or perfected at or prior to the Effective Time because it would be a violation of applicable Law or requires a Consent or Governmental Approval that has not been obtained as of or prior to the Effective Time, such Transfer or Assumption shall be automatically deemed a “Deferred Transfer,” any such purported Transfer or Assumption shall be null and void until such time as all legal impediments are removed or such Consent or Governmental Approval is obtained and nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred or so Assumed; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law.
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Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Date, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law. (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset. (d) If the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; provided, however, that the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, ...
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Deferred Transfers. (i) Notwithstanding anything to the contrary ------------------ contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and such Authorizations or consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authoriz...
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Deferred Transfers. 54 13.3 GST........................................................................................ 54 13.4 Nominee(s) to the Board of Directors....................................................... 54
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Deferred Transfers. Executory Contracts shall be sold, conveyed, transferred, assigned and delivered to Purchaser on a deferred basis as, when and to the extent provided in Section 2.7 and 2.8, respectively.
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Deferred Transfers. (a) If all of the conditions to Closing specified in Section 9.1 and Section 9.2 are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing, but subject to such satisfaction), the parties hereto shall not at the Closing effect the transfer of the Transferred Assets and assumption of the Assumed Liabilities in any jurisdiction where such transfer or assumption would give rise to a material violation of any Legal Restraint (each such portion of the Business that is not transferred at Closing, a “Deferred Business”) but, the Closing shall nevertheless occur with respect to the Business (other than any Deferred Business) and, from and after the Closing, the parties hereto shall use reasonable best efforts to cause such material violation of such Legal Restraint in such jurisdiction to cease to exist with respect to such transfer and assumption as promptly as practicable after the Closing Date, and immediately following such time as the transfer of the applicable Deferred Business can be consummated without giving rise to a material violation of such Legal Restraint, such transfer of the applicable Deferred Business shall be consummated. The parties hereto will act in good faith to minimize the costs of the transfer of the Deferred Business. The parties hereto also agree that until the consummation of the transfer of the applicable Deferred Business, the Deferred Business shall be held, managed and operated by Seller for the benefit of Purchaser. For the avoidance of doubt, the Purchase Price paid by Purchaser at the Closing shall not be reduced or otherwise adjusted in connection with the delayed transfer of a Deferred Business. (b) Prior to the Closing, in connection with the matters contemplated by Section 2.9(a), Seller (or its Subsidiaries) and Purchaser shall prepare and negotiate in good faith to enter into on or prior to the Closing such supplemental agreements as are reasonably necessary to place the parties hereto and their Affiliates in the same financial position with respect to the Deferred Business as would have obtained if the Deferred Business were transferred at the Closing; provided, that the execution and delivery of such agreements shall not be a condition to the Closing.
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Deferred Transfers. Notwithstanding anything to the contrary contained in the Agreement, (a) the parties agree that during the nine month period after the Closing Date that Excluded Employees are permitted to occupy and use real property subject to a Transferred Real Property Lease in accordance with Section 8.11(f) of the Agreement, that the Seller and its Affiliates shall also be permitted to substitute a substantially similar number of new employees of Seller or its Affiliates for any such Excluded Employees, and that any such new employees of Seller or its Affiliates shall be permitted to occupy and use such real property to the same extent and on the same basis as the Excluded Employees in accordance with Section 8.11(f), and (b) the parties agree that during the nine month period after the Closing Date that Transferred Employees are permitted to occupy and use real property is not subject to a Transferred Real Property Lease in accordance with Section 8.11(g) of the Agreement, that the Purchaser and its Affiliates shall also be permitted to substitute a substantially similar number of new employees of Purchaser or its Affiliates for any such Transferred Employees, and that any such new employees of Purchaser or its Affiliates shall be permitted to occupy and use such real property to the same extent and on the same basis as the Transferred Employees in accordance with Section 8.11(g).
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Deferred Transfers 
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Related to Deferred Transfers

  • Returned Transfers In using the Account to Account Transfer Service, you understand transfers may be returned for various reasons such as, but not limited to, the External Account number is not valid. We will use reasonable efforts to research and correct the transfer to the intended Account or void the transfer and credit your Account from which you attempted to transfer funds. You may receive notification from us.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Exempt Transfers The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

  • Rollover Contributions and Transfers The Custodian shall have the right to receive rollover contributions and to receive direct transfers from other custodians or trustees. All contributions must be made in cash or check.