Delayed Assets Clause Samples

Delayed Assets. (a) Notwithstanding anything herein to the contrary, any Transferred Asset, the assignment, transfer, conveyance or delivery of which to the Buyer without a Consent would constitute a breach or other contravention of Applicable Law or the terms of such Transferred Asset and any easements related to the pipelines located outside of the refinery property, to the extent not otherwise transferred at Closing (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered to the Buyer until such time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of the Buyer or the applicable Seller. (b) Until such time as such Consent is obtained, (i) each Party (and its applicable subsidiaries and Affiliates) shall use its commercially reasonable efforts to obtain the relevant Consent; provided, that no Party shall be required to pay any monies or give any other consideration in order to obtain any such Consents, (ii) the Sellers shall endeavor to provide the Buyer with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer (including by means of any subcontracting, sublicensing or subleasing arrangement), to the extent such is permitted under the applicable Delayed Assets, (iii) the Sellers shall promptly pay over to the Buyer or its subsidiaries payments received by the Sellers after the Closing in respect of all Delayed Assets, and (iv) the Buyer shall be responsible for the Liabilities of the Sellers with respect to such Delayed Asset to the extent arising after the Effective Time. Notwithstanding any other provision in this Agreement to the contrary, following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Transferred Asset. (c) The Buyer hereby agrees that the failure to obtain any such Consent referred to in this Section 6.7 or the failure of any such Delayed Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a breach by the Sellers of any representation, warranty, covenant or agreement under this Agreement; provided, however, that any breach by any Seller of its covenants in this Section 6.7 may constitute a breach under this Agreement. Nothing in this Section 6.7 shall be deemed to constitute an agreement to exclude from the Transferred As...
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Delayed Assets. (a) To the extent that any Project shall not have achieved Commercial Operation or if the Tax Equity Financing with respect to any Project shall not have been consummated prior to the Initial Closing (other than with respect to Tax Equity Paygo Payments), then (i) the Class A Purchaser shall provide the Class B Purchaser Representative with written notice thereof at least five (5) Business Days prior to the Initial Closing Date, and (ii) upon delivery of such notice, (x) such Project shall be deemed to be a Delayed Project, the Equity Interests in the applicable Project Company shall be deemed to constitute Delayed Assets, and the applicable Project Company shall be deemed to be a Delayed Project Company, and (y) the Initial Updated Portfolio Project Model shall be adjusted, based on the Pre-Closing Model Input Updates, pursuant to Section 2.16 to reflect any change in the date on which any Delayed Project is expected to achieve Commercial Operation, from the date on which such Commercial Operation was estimated to be achieved, as set forth in the Execution Date Portfolio Project Model. (b) At any time prior to the earlier of (i) the Delayed Asset Outside Date and (ii) the Additional Closing Date, promptly (and in any event within five (5) Business Days) following the date on which a Delayed Project has achieved Commercial Operation and the Tax Equity Financing with respect to such Delayed Project has been consummated (with respect to such Delayed Assets, the “Delayed Asset Closing”), the Class A Purchaser shall deliver to the Class B Purchaser Representative notice thereof and, in connection with the Class A Purchaser’s preparation and delivery of the Initial Additional Closing Portfolio Project Model pursuant to Section 2.16(c), the Initial Additional Closing Portfolio Project Model shall be adjusted, based on the Post-Closing Model Input Updates, to reflect any change in the date on which such Delayed Project actually achieved Commercial Operation (the date on which the Delayed Asset Closing actually occurs with respect to a Delayed Project and the related Delayed Assets, its “Delayed Asset Closing Date”), from the date on which such Commercial Operation was estimated to occur in the Initial Closing Portfolio Project Model. (c) If a Delayed Asset Closing for any Delayed Project shall not have occurred on or prior to the earlier of (i) the Delayed Asset Outside Date and (ii) the Additional Closing Date (each such Delayed Project, a “Returned Project”), t...
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Delayed Assets a. Any Transferred Asset, the assignment, transfer, conveyance or delivery of which without the consent, authorization, approval or waiver of a third party would constitute a breach or other contravention of Law or such Transferred Asset or in any way adversely affect the rights of TKCCP, the Partners or the TWI Assignee thereunder (a “Delayed Asset”), shall not be assigned, transferred, conveyed or delivered until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of TKCCP, the Partners or the TWI Assignee. Until the earlier of (i) such time as such consent, authorization, approval or waiver is obtained and (ii) immediately prior to the dissolution of the Partnership on the Dissolution Date, (A) TKCCP and the TWI Assignee shall use all commercially reasonable efforts to obtain the relevant consent, authorization, approval or waiver, (B) TKCCP shall endeavor to provide the TWI Assignee with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the TWI Assignee, including preserving the benefits of and enforcing for the benefit of the TWI Assignee, at the TWI Assignee’s expense, any and all rights of TKCCP under such Delayed Asset, and (C) to the extent permissible with respect to such Delayed Asset, the TWI Assignee shall (1) be responsible for the obligations of TKCCP with respect to such Delayed Asset and (2) act as the agent of TKCCP in preserving the benefits of and enforcing any and all rights of TKCCP in such Delayed Asset. b. Any Delayed Asset shall be deemed a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. Following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this B▇▇▇ of Sale, the Partnership Agreement, the Distribution Agreement and the other Dissolution Documents as a TWI Transferred Asset.
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Delayed Assets. 2.7.1 Subject to Clause 5.1.5, if, following the satisfaction or waiver of all the other Conditions Precedent, ESH cannot transfer any Purchased Asset by Closing the Parties shall nevertheless proceed with the Closing, in respect of the remaining Purchased Assets. 2.7.2 Pursuant to Clause 2.7.1 above, as of Closing any Purchased Assets which cannot be transferred, or which are not to be transferred, shall be dealt with in accordance with Clause 2.8 and Clause 4.2.
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Related to Delayed Assets

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Retained Assets Notwithstanding anything to the contrary set forth in this Agreement, the following assets of the Seller are not included in the sale of Purchased Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, chattel papers (including electronic chattel paper), instruments (including promissory notes), all of Debtor’s rights to receive payments from any source and for any reason (whether characterized as accounts, accounts receivable, chattel paper, choses-in-action, contract rights, general intangibles, instruments, securities, notes or otherwise) including, without limitation, Debtor’s right to receive payments for services rendered, whether or not earned by performance or recognized or billed by Debtor, prepaid security deposits on Real Property Leases (as defined in Section 2.10 of the Purchase Agreement) and all other prepaid charges, deposits or prepaid expenses related to the Purchased Assets, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the formation, maintenance or existence as a corporation of the Seller, except that Seller agrees that it will provide copies of any such document from the corporate minute books as reasonably requested by the Buyer which the Buyer believes are necessary for the use and operation of the Purchased Assets after the Effective Date, (iv) motor vehicles, (v) all properties, rights, assets and services related to the conduct of Seller’s business at all of its other offices nationwide and all information, documents and files relative thereto; and (vi) all properties, rights, assets and services related to the conduct of Seller’s business at any of its other offices and locations throughout the United States.

  • Purchased Assets Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

  • Acquired Assets (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.