Delayed Transfer Assets Sample Clauses

Delayed Transfer Assets. To the extent that any Purchased Asset or any claim, right or benefit arising under or resulting from such Purchased Asset is not capable of being transferred without the approval, consent or waiver of any Third Party which has not yet been obtained, or if the transfer of any Purchased Asset would constitute a breach of any obligation under, or a violation of, any applicable Law, in each case unless the approval, consent or waiver of such Third Party is obtained (all such Purchased Assets being collectively referred to in this Agreement as “Delayed Transfer Assets”), except as otherwise expressly provided in this Agreement, this Agreement shall not constitute an agreement to transfer any Delayed Transfer Asset unless and until such approval, consent or waiver has been obtained. After the Closing and until all such Delayed Transfer Assets are transferred to the Purchaser, the Vendor shall: (a) hold the Delayed Transfer Assets in trust for the Purchaser; (b) comply with the terms and provisions of or relating to the Delayed Transfer Assets as agent for the Purchaser, provided the Purchaser attends to all payments and costs required to be made in respect of such Delayed Transfer Assets; (c) co-operate with the Purchaser at the Purchaser’s expense in any reasonable and lawful arrangements designed to provide the benefits of the Delayed Transfer Assets to the Purchaser; and (d) enforce, at the request of the Purchaser and at the expense and for the account of the Purchaser, any rights of the Vendor under or arising from the Delayed Transfer Assets against any Third Party, including the right to elect to terminate any such rights in accordance with the terms of such rights upon the written direction of the Purchaser. In order that the full value of the Delayed Transfer Assets may be realized for the benefit of the Purchaser, the Vendor shall, at the request and expense and under the direction of the Purchaser, in the name of the Vendor or otherwise as the Purchaser may specify, take all such action and do or cause to be done all such things as are, in the opinion of the Purchaser, necessary or proper in order that the obligations of the Vendor under such Delayed Transfer Assets may be performed in such manner that the value of such Delayed Transfer Assets is preserved and enures to the benefit of the Purchaser, and that any moneys due and payable and to become due and payable to the Purchaser in and under such Delayed Transfer Assets are received by the Purchase...

Delayed Transfer Assets. DELAYED TRANSFER ASSETS" means any HDD Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

Delayed Transfer Assets. On before May 30, 2014, the Borrower shall deliver to the Administrative Agent satisfactory evidence that the Delayed Transfer Assets shall have been transferred to the Borrower and its Subsidiaries by SPG and its Subsidiaries.

Delayed Transfer Assets. Each of the parties hereto agrees that the Delayed Transfer Assets will be contributed, transferred, conveyed and delivered in accordance with the terms of any and all agreements that provide for such contribution, transfer, conveyance and delivery after the date of this Agreement or as otherwise set forth on SCHEDULE 2.4. Following such contribution, transfer, conveyance and delivery of any Delayed Transfer Asset the applicable Delayed Transfer Asset shall be treated for all purposes of this Agreement and the Ancillary Agreements as a SeraNova Asset. Each applicable member of the Intelligroup Group shall use commercially reasonable efforts to safeguard and preserve the Delayed Transfer Assets until the applicable date of transfer to SeraNova, normal wear and tear excepted.

Delayed Transfer Assets. Delayed Transfer Assets" means any Luminent Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

Delayed Transfer Assets. If the required Consents and Governmental Approvals to transfer the assets of the following entities to Genworth or one of its subsidiaries have not been obtained by December 28, 2004 then all of the issued and outstanding capital stock of such entities will be transferred to Genworth on or prior to December 31, 2004: • Financial Assurance Company Limited (which includes its ownership of Financial Insurance Company Limited, Consolidated Insurance Group Limited, GE Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A and GE Financial Insurance, Compania de Seguros y Reaseguros S.A.)

Delayed Transfer Assets. Delayed Transfer Assets" means any Optical Access Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

Delayed Transfer Assets. If any Tangible Property used in the business of the Company is retained by the Seller or any of its Affiliates (other than the Company) at or following the Closing and not made available for use by the Buyer (directly or indirectly) under the Transition Services Agreement (each such item of retained Tangible Property, a “Delayed Transfer Asset”), then Seller shall, and shall cause its applicable Affiliates to, hold such Delayed Transfer Asset for the use and benefit of the Buyer and the Company and following the Closing: (i) the Seller shall take or cause to be taken such other actions as may be reasonably requested by the Buyer in order to place it in the same position as if such Delayed Transfer Asset had been transferred at the Closing, so that all the benefits relating to such Delayed Transfer Asset are to inure from and after the Closing to the Buyer; (ii) the Buyer shall be entitled to manage such Delayed Transfer Asset and the Seller shall reasonably cooperate and coordinate with respect thereto; and (iii) the Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to transfer such Delayed Transfer Asset as the Buyer may instruct as promptly as practicable following the Closing, and the Buyer shall, and shall cause the Company to, reasonably cooperate with the Seller and its Affiliates in consummating such transfer. The Buyer and the Seller shall treat the Buyer, for all U.S. federal income Tax and all state, local and non-U.S. Tax purposes, as the owners of any and all Delayed Transfer Assets as of the Closing and neither the Buyer nor the Seller shall take any position for U.S. federal income Tax and all other U.S. federal, state, local and non-U.S. Tax purposes inconsistent with such treatment, unless required by applicable Tax Law. The Seller agrees, and shall cause its applicable Affiliates, to promptly (upon discovery of receiving any subject cash or property) transfer and deliver to the Buyer or its designee any cash or property that the Seller or such Affiliate may receive following the Closing solely in respect of the business of the Company (including, for the avoidance of doubt, any accounts receivable of the business of the Company).

Delayed Transfer Assets. DELAYED TRANSFER ASSETS" means any Roxio Assets that are set forth on Schedule 1.1(c) of this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.