Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to the Effective Time, 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.
Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the Publishing Group of any Publishing Business Assets or Publishing Liabilities, or to the Distributing Group of any Distributing Business Assets or Distributing Liabilities, would be a violation of applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the Publishing Group or the Distributing Group (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include any purely monetary condition to the extent the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such Publishing Business Assets or Publishing Liabilities or Distributing Business Assets or Distributing Liabilities shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all Transfer Impediments have been removed. Any such Liability shall be deemed a “Deferred Transfer Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.”
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...
Deferred Transfers. (a) If and to the extent that the allocation to and vesting in Purchaser or any of its Subsidiaries of any Purchased Assets pursuant to Section 2.1 or otherwise would be a violation of applicable Law or require any consent or the approval of any Governmental Body or the fulfillment of any condition that cannot be fulfilled by the Purchaser prior to the Closing then, unless the parties shall otherwise agree, the allocation to and vesting in Purchaser or any of its Subsidiaries of such Purchased Asset shall be, without any further action by any party hereto, automatically deferred and any allocation or vesting of such Purchased Asset pursuant to Section 2.1 or otherwise shall be null and void until such time as all violations of applicable Law are eliminated, such consents or approvals of Governmental Bodies are obtained, and such conditions are fulfilled, which in all cases shall be no later than twelve (12) months from the Closing Date unless otherwise agreed to by the parties hereto. Any such Purchased Asset shall be deemed a “Deferred Transfer Purchased Asset.”
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”).
Deferred Transfers. (a) If the transfer or assignment of any SpinCo Asset intended to be transferred or assigned hereunder is not consummated prior to the Redemption, whether as a result of the provisions of Section 2.4 or for any other reason, then DG shall retain such SpinCo Asset and shall thereafter hold such SpinCo Asset in trust solely for the use and benefit of SpinCo (and at the sole expenses of SpinCo) to the extent not prohibited by Law.
Deferred Transfers. 54 13.3 GST........................................................................................ 54 13.4 Nominee(s) to the Board of Directors....................................................... 54
Deferred Transfers. (a) If, on the Closing Date, Seller has not obtained any authorization, approval, order, license, permit, franchise or consent from any Governmental Entity or any counterparty to a contract (an "Approval"), (i) which is necessary in order to effect the transfer of any of the Acquired Assets to Buyer pursuant to the terms and conditions of this Agreement or (ii) the absence of which would render such transfer void or voidable, then, in each such case, such Acquired Assets (the "Deferred Items") shall be withheld from sale pursuant to the Agreement without any reduction in the Purchase Price. From and after the Closing, Seller and Buyer shall continue to use commercially reasonable efforts to obtain all Approvals relating to the Deferred Items or the transfer thereof; provided that Seller shall not be required to make any payments or agree to any material undertakings in connection therewith. Upon receipt of such Approval with respect to any Deferred Item, such Deferred Item shall be transferred to Buyer and constitute an "Acquired Asset" for purpose of the Agreement.
Deferred Transfers. (a) If, on the Closing Date:
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.
