Delayed Transfer of Assets Clause Samples

Delayed Transfer of Assets. If for any reasons other than those attributable to the Concessioning Authority the Concessionaire fails to transfer assets, rights and contracts on the Transfer Date inaccordance with Article 16.5 read with Article 18, there shall be no suspension of the operation and maintenance of the Project Facilities and Services and the Concessionaire shall, as a trustee of the Concessioning Authority, (a) continue to operate and maintain the Project Facilities and Services or such of them, as directed by Concessioning Authority until completion of the relative transfer formalities and (b) account for and pay to the Concessioning Authority the Gross Revenue minus operating costs and statutory dues, from such operations. In the event of failure to do so, the Concessionaire shall be liable to pay to the Concessioning Authority, for every Day of delay, liquidated damages computed at the rate of the average daily profits earned during the 3 (three) years immediately preceding the Transfer Date. Parties confirm that this is a true and correct estimate of damages and not in the nature of a penalty. Provided nothing contained in this Article 17.6 shall be deemed or construed to authorize delay incompletion of formalities of transfer of assets, rights and contracts by the Concessionaire to the Concessioning Authority in accordance with the requirements thereof under this Agreement. In case the transfer of assets by the Concessionaire to the Concessioning Authority is delayed for reasons attributable to the Concessioning Authority, the Concessionaire shall nonetheless continue to operate the Project Facilities and Services but as agent of the Concessioning Authority. Provided however, the Concessionaire shall be liable to pay percentage share in the Gross Revenue inaccordancewithArticle9.2.
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Delayed Transfer of Assets. (a) If following the Closing, Seller receives or become aware that they hold any asset, property or right which constitutes a Purchased Asset, then Seller shall transfer such asset, property or right to the Purchaser as promptly as practicable for no additional consideration. (b) If following the Closing, Purchaser receives or becomes aware that it holds any asset, property or right which constitutes an Excluded Asset, then Purchaser shall transfer such asset, property or right to the Seller as promptly as practicable for no additional consideration.
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Delayed Transfer of Assets. If for any reasons other than those attributable to the Authority the Operator fails to transfer assets, rights and contracts on the Transfer Date in accordance with Article 16.5 read with Article 17, there shall be no suspension of the operation and maintenance of the Project Facilities and Services and the Operator shall, as a trustee of the Authority, (a) continue to operate and maintain the Project Facilities and Services or such of them, as directed by Authority until completion of the relative transfer formalities and (b) account for and pay to the Authority the Project Revenue minus operating costs and statutory dues, from such operations. In the event of failure to do so, the Operator shall be liable to pay to the Authority, for every Day of delay, liquidated damages computed at the rate of the average daily profits earned during the 3 (three) years immediately preceding the Transfer Date. Parties confirm that this is a true and correct estimate of damages and not in the nature of a penalty. Provided nothing contained in this Article 16.6 shall be deemed or construed to authorise delay in completion of formalities of transfer of assets, rights and contracts by the Operator to the Authority in accordance with the requirements thereof under this Agreement. In case the transfer of assets by the Operator to the Authority is delayed for reasons attributable to the Authority, the Operator shall nonetheless continue to operate the Project Facilities and Services but as agent of the Authority.
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Delayed Transfer of Assets. If for any reasons other than those attributable to the Concessioning Authority the Concessionaire fails to transfer assets, rights and contracts on the Transfer Date in accordance with Article 16.5 read with Article 18, there shall be no suspension of the operation and maintenance of the Project Facilities and Services and the Concessionaire shall, as a trustee of the Concessioning Authority, (a) continue to operate and maintain the Project Facilities and Services or such of them, as directed by Concessioning Authority until completion of the relative transfer formalities and
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Delayed Transfer of Assets. If for any reasons other than those attributable to the Licensor, the Licensee fails to transfer assets, rights and contracts on the Transfer Date in accordance with Article 11.5 read with Article 13, there shall be no suspension of the operation and maintenance of the Project Facilities and Services and the Licensee shall, as agent of the Licensor (a) continue to operate and maintain the Project Facilities and Services until completion of the transfer formalities and (b) account for and pay to the Licensor the revenue net of operating costs and statutory dues, from such operations. In addition the Licensee shall also be liable to pay to the Licensor, for each day of delay, liquidated damages computed at the rate of the average daily after tax profits earned during the three years immediately preceding the Transfer Date. Provided nothing contained in this Article
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Delayed Transfer of Assets. If for any reasons other than those attributable to Concessioning Authority the Concessionaire fails to transfer assets, rights and contracts on the Transfer Date in accordance with Article
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Delayed Transfer of Assets. If for any reasons other than those attributable to the Concessioning Authority the Concessionaire fails to transfer assets, rights and contracts on the Transfer Date in accordance with Article 16.5 read with Article 18, there shall be no suspension of the operation and maintenance of the Project Facilities and Services and the Concessionaire shall, as a trustee of the Concessioning Authority, (a) continue to operate and maintain the Project Facilities and Services or such of them, as directed by Concessioning Authority until completion of the relative transfer formalities and (b) account for and pay to the Concessioning Authority the Tariff collected and other revenues derived from the Project minus operating costs and statutory dues, from such operations. In the event of failure to do so, the Concessionaire shall be liable to pay to the Concessioning Authority, for every Day of delay, liquidated damages computed at the rate of the average daily profits earned during the 3 (three) years immediately preceding the Transfer Date, or from COD till Transfer date in case the Project is terminated less than three years from COD. Parties confirm that this is a true and correct estimate of damages and not in the nature of a penalty. Provided nothing contained in this Article 17.6 shall be deemed or construed to authorise delay in completion of formalities of transfer of assets, rights and contracts by the Concessionaire to the Concessioning Authority in accordance with the requirements thereof under this Agreement.
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Related to Delayed Transfer of Assets

  • Transfer of Assets (a) At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, the Company shall convey, assign and transfer (and hereby conveys, assigns and transfers) to Newco, and Newco will (and hereby does) acquire and accept from the Company, all right, title and interest in and to all of the assets of the Company, other than the Retained Assets (collectively, the “Transferred Assets”), which Transferred Assets include all of the Company’s right, title and interest in and to the following assets: (i) the Transferred Intellectual Property; (ii) the Transferred Contracts; (iii) the Transferred Tangible Assets; (iv) the Transferred Other Intangibles; (v) the Transferred Books and Records; (vi) together with all income, damages, royalties, and payments due or payable as of the Effective Date or thereafter relating to the Transferred Intellectual Property (including damages and payments for past or future infringements or misappropriations thereof), all claims and rights of action accrued and to accrue under and by virtue thereof, including remedies against infringements or misappropriations relating to Transferred Intellectual Property (including the right to ▇▇▇ and recover damages for any past infringement or misappropriations thereof) and any and all other rights that now or hereafter may arise or be secured under the laws of any jurisdiction, with respect to any item within the Transferred Intellectual Property (including Intellectual Property Rights in the Transferred Know-How); and (vii) all other rights, claims, causes of action and credits, including all guarantees, warranties, indemnities, rights of set-off and similar rights, in favor of the Company relating to any of the foregoing Transferred Assets or any Assumed Liability. (b) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE TRANSFERRED ASSETS AND LICENSES ARE BEING ASSIGNED, TRANSFERRED AND CONVEYED TO NEWCO “AS IS,” “WHERE IS” AND “WITH ALL FAULTS,” WITH ANY LIENS ON SUCH ASSETS AND LICENSES THAT EXIST ON THE CLOSING DATE, WITH NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS OF USE OF ANY TRANSFERRED ASSET OR LICENSE, OR AS TO REGISTERABILITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSFERRED INTELLECTUAL PROPERTY RIGHTS. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSFERRED ASSETS OR LICENSES OR ASSUMED LIABILITY, AND THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSFERRED ASSETS OR LICENSES OR ASSUMED LIABILITIES.