Common use of Certain Provisions Relating to the Transfer Clause in Contracts

Certain Provisions Relating to the Transfer. (a) In the event that record or beneficial ownership or possession of any Excluded Asset or Excluded Liability has been transferred to Purchaser on or after the Closing Date, Purchaser shall use its reasonable best efforts to transfer, or cause to be transferred, to Seller such Excluded Asset or Excluded Liability; and, pending such transfer to Seller, Purchaser shall hold such Excluded Asset or Excluded Liability and provide to Seller all of the benefits and liabilities associated with the ownership and operation of such Excluded Asset or Excluded Liability and, accordingly, Purchaser shall cause such Excluded Asset or Excluded Liability to be operated or retained as may reasonably be instructed by Seller. Seller shall indemnify and hold harmless the Purchaser Indemnified Parties for any Losses resulting from the operation or retention of such Excluded Assets or Excluded Liabilities so long as such operation or retention is in accordance with Seller's instructions. (b) Except in respect of Nonassignable Assets (which are the subject of Section 2.7 hereof), in the event that record or beneficial ownership or possession of any Conveyed Asset or any Assumed Liability has not been transferred to Purchaser on the Closing Date, Seller and Purchaser shall cooperate and shall use their reasonable best efforts to transfer, or cause to be transferred, from Seller to Purchaser, such Conveyed Asset or Assumed Liability, and pending such transfer to Purchaser, Seller shall hold such Conveyed Asset or Assumed Liability and provide to Purchaser all of the benefits and liabilities associated with the ownership and operation of such Conveyed Asset or Assumed Liability and, accordingly, Seller shall cause such Conveyed Asset or Assumed Liability to be operated or retained as may reasonably be instructed by Purchaser. Purchaser shall indemnify and hold harmless the Seller Indemnified Parties for any Losses resulting from the operation or retention of such Conveyed Assets or Assumed Liabilities so long as such operation or retention is in accordance with Purchaser's instructions.

Certain Provisions Relating to the Transfer. (a) In the event that record or beneficial ownership or possession of any Excluded Asset or Excluded Liability has been transferred to Purchaser Buyers on or after the Staged Closing DateDates, Purchaser Sellers and Buyers shall use its their commercially reasonable best efforts to transfer, or cause to be transferred, to Seller Sellers such Excluded Asset or Excluded Liability; and, pending such transfer to SellerSellers, Purchaser Buyers shall hold such Excluded Asset or Excluded Liability and provide to Seller Sellers all of the benefits and liabilities associated with the ownership and operation of such Excluded Asset or Excluded Liability and, accordingly, Purchaser Buyers shall cause such Excluded Asset or Excluded Liability to be operated or retained as may reasonably be instructed by Seller. Seller shall indemnify and hold harmless the Purchaser Indemnified Parties for any Losses resulting from the operation or retention of such Excluded Assets or Excluded Liabilities so long as such operation or retention is in accordance with Seller's instructionsSellers. (b) Except in respect of Nonassignable Assets (which are the subject of Section 2.7 hereof), in In the event that record or beneficial ownership or possession of any Conveyed Acquired Asset or any Assumed Liability has not been transferred to Purchaser Buyers on the Staged Closing DateDates, Seller Sellers and Purchaser Buyers shall cooperate and shall use their commercially reasonable best efforts to transfer, or cause to be transferred, from Seller Sellers to PurchaserBuyers, such Conveyed Acquired Asset or Assumed Liability, and pending such transfer to PurchaserBuyers, Seller Sellers shall hold such Conveyed Acquired Asset or Assumed Liability and provide to Purchaser Buyers all of the benefits and liabilities associated with the ownership and operation of such Conveyed Acquired Asset or Assumed Liability and, accordingly, Seller Sellers shall cause such Conveyed Acquired Asset or Assumed Liability to be operated or retained as may reasonably be instructed by Purchaser. Purchaser shall indemnify and hold harmless the Seller Indemnified Parties for any Losses resulting from the operation or retention of such Conveyed Assets or Assumed Liabilities so long as such operation or retention is in accordance with Purchaser's instructionsBuyers.

Certain Provisions Relating to the Transfer. (a) In the event that record or beneficial ownership or possession of any Excluded Asset or Excluded Liability has been transferred to Purchaser on or after the Closing Date, Seller and Purchaser shall use its their reasonable best efforts to transfer, or cause to be transferred, to Seller such Excluded Asset or Excluded Liability; and, pending such transfer to Seller, Purchaser shall hold such Excluded Asset or Excluded Liability and provide to Seller all of the benefits and liabilities associated with the ownership and operation of such Excluded Asset or Excluded Liability and, accordingly, Purchaser shall cause such Excluded Asset or Excluded Liability to be operated or retained as may reasonably be instructed by Seller. Seller shall indemnify and hold harmless the Purchaser Indemnified Parties for any Losses resulting from the operation or retention of such Excluded Assets or Excluded Liabilities so long as such operation or retention is in accordance with Seller's instructions. (b) Except in respect of Nonassignable Assets (which are the subject of Section 2.7 hereof), in the event that record or beneficial ownership or possession of any Conveyed Asset or any Assumed Liability has not been transferred to Purchaser on the Closing Date, Seller and Purchaser shall cooperate and shall use their reasonable best efforts to transfer, or cause to be transferred, from Seller to Purchaser, such Conveyed Asset or Assumed Liability, and pending such transfer to Purchaser, Seller shall hold such Conveyed Asset or Assumed Liability and provide to Purchaser all of the benefits and liabilities associated with the ownership and operation of such Conveyed Asset or Assumed Liability and, accordingly, Seller shall cause such Conveyed Asset or Assumed Liability to be operated or retained as may reasonably be instructed by Purchaser. Purchaser shall indemnify and hold harmless the Seller Indemnified Parties for any Losses resulting from the operation or retention of such Conveyed Assets or Assumed Liabilities so long as such operation or retention is in accordance with Purchaser's instructions.

Certain Provisions Relating to the Transfer. (a) In the event that record or beneficial ownership or possession of any Excluded Asset asset or Excluded Liability liability of Seller or its Affiliates (other than the Conveyed Assets and the Assumed Liabilities) has been transferred to Purchaser on or after the Closing Date, Seller and Purchaser shall reasonably cooperate with each other and Purchaser shall use its reasonable best efforts to transfer, or cause to be transferred, to Seller such Excluded Asset asset or Excluded Liabilityliability; and, pending such transfer to Seller, Purchaser shall hold such Excluded Asset asset or Excluded Liability liability and provide to Seller all of the benefits and liabilities associated with the ownership and operation of such Excluded Asset asset or Excluded Liability liability and, accordingly, Purchaser shall cause such Excluded Asset asset or Excluded Liability liability to be operated or retained as may reasonably be instructed by Seller. Seller shall indemnify and hold harmless the Purchaser Indemnified Parties for any Losses resulting from the operation or retention of such Excluded Assets or Excluded Liabilities so long as such operation or retention is in accordance with , all at Seller's instructions’s expense. (b) Except in respect of Nonassignable Assets (which are the subject of Section 2.7 2.6 hereof), in the event that record or beneficial ownership or possession of any Conveyed Asset or any Assumed Liability has not been transferred to Purchaser on the Closing Date, Seller and Purchaser shall reasonably cooperate with each other and Seller shall use their its reasonable best efforts to transfer, or cause to be transferred, from Seller transferred to Purchaser, such Conveyed Asset or Assumed Liability, ; and pending such transfer to Purchaser, Seller shall hold such Conveyed Asset or Assumed Liability and and, provide to Purchaser all of the benefits and liabilities associated with the ownership and operation of such Conveyed Asset or Assumed Liability and, accordingly, Seller shall cause such Conveyed Asset or Assumed Liability to be operated or retained as may reasonably be instructed by Purchaser. Purchaser , all at Purchaser’s expense. (c) Seller and Seller Sub shall indemnify not destroy, surrender possession of or otherwise dispose of any of the books, records, literature, lists or any other written or recorded information of Seller and hold harmless the Seller Indemnified Parties for any Losses resulting from the operation or retention of Sub conveyed pursuant to Section 2.1(a)(vii) until Seller delivers such Conveyed Assets or Assumed Liabilities so long as such operation or retention is in accordance with Purchaser's instructionsinformation pursuant to Section 2.4(d).