Common use of Deferred Transfers Clause in Contracts

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities of any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions 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 LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on the date such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3.

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities Publishing Group of any LE Publishing Business Assets or LE Publishing Liabilities, or to the SHC Entities Distributing Group of any SHC Distributing Business Assets or SHC Distributing Liabilities, would be a violation of Applicable applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled prior to the Effective Time by the applicable LE Entity member of the Publishing Group or SHC Entity the Distributing Group (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include any purely monetary conditions condition to the extent the necessary funds are advanced, assumed 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 LE Publishing Business Assets or LE Publishing Liabilities or SHC Distributing Business Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at during the Effective TimeDistribution, whether as a result of the provisions of Section 4.3(a5.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Distribution Effective Time to the LE Entity member or members of the Publishing Group or the SHC Entity Distributing Group entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, Impediments which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), 5.3(a) are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected promptly in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a5.3(a) or otherwise shall continue on and after the Distribution Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, assumed or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all divested of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on 5.3 at the date time such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.35.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on 5.3 at the date time such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.35.3. (f) Any Deferred Transfer Asset or Deferred Transfer Liability shall be treated, for all Tax purposes, as (i) owned by the Person to which such Asset was intended to be transferred or by the Person which was intended to assume such Liability, as the case may be, from and after the Distribution Effective Time, (ii) having not been owned by the Person retaining such Asset or Liability, as the case may be, at any time from and after the Distribution Effective Time, and (iii) having been held by the Party retaining such Asset or Liability, as the case may be, only as agent or nominee on behalf of the other Person from and after the Distribution Effective Time until the date such Asset or Liability, as the case may be, is transferred to or assumed by such other Person. The Parties shall not, and shall cause the members of their respective Groups not to, take any position inconsistent with the foregoing unless otherwise required by applicable Law (in which case, such Parties shall provide indemnification for any Taxes attributable to the Asset or Liability during the period beginning on the Distribution Date and ending on the date of the actual transfer).

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities of any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions 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 LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset Assets intended to be transferred or assumption of any Deferred Transfer Liability assigned hereunder is not consummated prior to or at on the Effective TimeDistribution Date, whether as a result of the provisions of Section 4.3(a) 2.3 or for any other reason, then, insofar as reasonably possible, (i) then the Person Party retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person such Party entitled thereto if permitted by law. (at b) If and when the expense Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or applicable Asset shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business be effected in accordance with past practice and the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such other actions with respect to such Asset as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining If the Parties are unable to obtain, or to cause to be obtained, any Deferred Transfer Asset such required Governmental Approvals, Consents, release, substitution or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability amendment pursuant to Section 4.3(a) 2.3 or otherwise otherwise, the other Party or a member of such other Party’s Group shall continue on to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Effective Time to use commercially reasonable efforts to remove all Transfer ImpedimentsDistribution Date; provided, however, that such Person the other Party shall not be obligatedobligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the foregoingextent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to expend the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any money or pay any consideration member of its Group in any form (including providing any letter respect of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed such performance by the Person entitled to Liable Party (unless any such Deferred Transfer consideration is an Excluded Asset or the Person intended to be subject to of such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered Party pursuant to this Section 4.3 on the date Agreement). If and when any such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contributionGovernmental Approval, distributionConsent, assignmentrelease, transfersubstitution or amendment shall be obtained or such agreement, conveyancelease, license or delivery other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed Liable Party or to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence another member of the Transfer Impediments upon its actual acceptance Liable Party’s Group without payment of any further consideration and the Liable Party, or assumption by another member of such Liable Party’s Group, without the applicable Group as contemplated in Section 4.3payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities of any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions 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 LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset Assets intended to be transferred or assumption of any Deferred Transfer Liability assigned hereunder is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) 2.3 or for any other reason, then, insofar as reasonably possible, (i) then the Person Party retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person such Party entitled thereto if permitted by law. (at b) If and when the expense Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or applicable Asset shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business be effected in accordance with past practice and the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such other actions with respect to such Asset as may be reasonably requested by the Person entitled to which such Deferred Transfer Asset is the Asset. (d) If the Parties are unable to obtain, or to cause to be transferred obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in order to place such Personthis Agreement (the “Liable Party”) shall, insofar as reasonably possibleor shall cause a member of its Group to, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby pay, perform and so that discharge fully all the benefits and burdens relating to obligations or other Liabilities of such Deferred Transfer Asset, including, possession, use, risk other Party or member of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure other Party’s Group thereunder from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer ImpedimentsTime; provided, however, that such Person the other Party shall not be obligatedobligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the foregoingextent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to expend the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any money or pay any consideration member of its Group in any form (including providing any letter respect of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed such performance by the Person entitled to Liable Party (unless any such Deferred Transfer consideration is an Excluded Asset or the Person intended to be subject to of such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered Party pursuant to this Section 4.3 on the date Agreement). If and when any such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contributionGovernmental Approval, distributionConsent, assignmentrelease, transfersubstitution or amendment shall be obtained or such agreement, conveyancelease, license or delivery other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed Liable Party or to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence another member of the Transfer Impediments upon its actual acceptance Liable Party’s Group without payment of any further consideration and the Liable Party, or assumption by another member of such Liable Party’s Group, without the applicable Group as contemplated in Section 4.3payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (ai) If and Notwithstanding anything to the contrary ------------------ contained in this Agreement, to the extent that the sale, assignment, transfer, assignment conveyance or novation delivery or attempted sale, assignment, transfer, conveyance or delivery to the LE Entities Purchaser of any LE Assets Asset Sold or LE Liabilities, or to the SHC Entities assumption by the Purchaser of any SHC Assets or SHC Liabilities, would be a violation Assumed Liability on the books of Applicable the Seller is prohibited by any applicable Law or would require any Consent Authorizations or Governmental Approval consents and such Authorizations or the fulfillment of any condition that canconsents shall not be fulfilled have been obtained prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” whichClosing, for the avoidance of doubt, this Agreement shall not include purely monetary conditions to the extent the necessary funds are advancedconstitute a sale, assumed or agreed in advance to be reimbursed by the applicable transferee)assignment, then the transfer, assignment conveyance, delivery or novation to the transferee or assignee of such LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shallassumption, or shall cause any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2Closing, the Person retaining Seller shall use its Commercially Reasonable Efforts to obtain promptly such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity Authorizations or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impedimentsconsents; provided, however, that such Person the Seller shall not be obligated, in connection with the foregoing, required to expend any money or 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 form (including providing any letter reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of credit, guaranty such Asset Sold or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Assumed Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributednot sold, assigned, transferred, conveyed, licensed delivered or delivered pursuant to this Section 4.3 on assumed at the date such transfer should have occurred pursuant to Section 2.1 in Closing (each, a "Deferred Item") and (ii) the absence Seller shall enforce, at the reasonable request of the Transfer Impediments upon its actual contributionPurchaser for the account of the Purchaser, distributionany rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, license delivery or delivery 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 applicable Group as contemplated in Section 4.3Purchaser 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. Any To the extent that any such Deferred Transfer Liability shall Item cannot be deemed transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to have been accepted or assumed the Purchaser following the Closing pursuant to this Section 4.3 on 13.2, then the date Purchaser and the Seller shall enter into such assumption should have occurred pursuant arrangements (including subcontracting if permitted) to Section 2.1 in provide the absence Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3obligations thereunder.

Deferred Transfers. (a) If and to the extent that the transfer, assignment allocation to and vesting in Purchaser or novation to the LE Entities any of its Subsidiaries of any LE Purchased Assets pursuant to Section 2.1 or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC Liabilities, otherwise would be a violation of Applicable applicable Law or require any Consent consent or the approval of any Governmental Approval Body or the fulfillment of any condition that cannot be fulfilled by the Purchaser prior to the Effective Time by Closing then, unless the applicable LE Entity parties shall otherwise agree, the allocation to and vesting in Purchaser or SHC Entity (the “Transfer Impediments,” which, for the avoidance any of doubt, shall not include purely monetary conditions 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 its Subsidiaries of such LE Assets or LE Liabilities or SHC Assets or SHC LiabilitiesPurchased Asset shall be, as applicablewithout any further action by any party hereto, shall be automatically deemed deferred and any allocation or vesting of such purported transfer Purchased Asset pursuant to Section 2.1 or assignment otherwise shall be null and void until such time as all Transfer Impediments have been removedviolations 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.” (b) If and to the extent that the allocation to Purchaser or any of its Subsidiaries of, and Purchaser’s or any such Subsidiary’s becoming responsible for, any Assumed Liabilities pursuant to Section 2.3 or otherwise would be a violation of applicable Law or require any consent or approval of any Governmental Body or the fulfillment of any condition that cannot be fulfilled by Seller prior to the Closing, then, unless the parties hereto shall otherwise agree, the allocation to Purchaser or any of its Subsidiaries of, and Purchaser’s or any such Subsidiary’s becoming responsible for, such Assumed Liability shall, without any further action by any party, be automatically deferred and any allocation or responsibility for such Assumed Liability pursuant to Section 2.3 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. Any such Assumed Liability shall be deemed a “Deferred Transfer Assumed Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.” (bc) If the transfer or assignment of With respect to any Deferred Transfer Purchased Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, thenAssumed Liability, insofar as it is reasonably possible, (i) Seller shall, and shall cause any applicable Subsidiary of the Person retaining such Deferred Transfer Asset shall thereafter Seller to, following the Closing, hold such Deferred Transfer Purchased Asset for the use and benefit of the Person entitled thereto Purchaser and its Subsidiaries (at the expense of the Person entitled theretoPurchaser) and (ii) the Person intended to assume such Deferred Transfer Liability Purchaser shall, or shall cause the its applicable member of its Group Subsidiary to, pay or reimburse the Person retaining such Deferred Transfer Liability Seller for all amounts paid or incurred in connection with the retention of such Deferred Transfer Assumed Liability. In addition, but subject to Seller shall, and shall cause any applicable Subsidiary of the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shallSeller to, insofar as reasonably possible and to the extent permitted by Applicable applicable Law, hold and treat such Deferred Transfer Purchased Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred Purchaser in order to place such PersonPurchaser or any of its Subsidiaries, insofar as permissible under applicable Law and reasonably possible, in the same position as if such Deferred Transfer Purchased Asset had been transferred as contemplated hereby to and vested in Purchaser or an applicable Subsidiary of the Purchaser at the Closing and so that that, to the extent possible, all the benefits and burdens relating to such Deferred Transfer Purchased Asset, including, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Purchased Asset, are to inure from and after the Effective Time Closing to the LE Entity Purchaser or the SHC Entity its applicable Subsidiary entitled to the receipt of such Deferred Transfer Purchased Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (cd) If and when all Transfer Impedimentsthe consents, approvals of Governmental Bodies and/or conditions, the absence or non-satisfaction of which caused the deferral of or transfer of any Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability pursuant to Section 4.3(a7.22(a) and Section 7.22(b), are removedobtained or satisfied, the transfer, assignment allocation or novation of the applicable Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation DocumentAgreement. (de) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person Seller shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, assumed or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability Purchaser, other than reasonable out-of-pocket expenses, attorneys’ attorney’s fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer LiabilityPurchaser. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on the date such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3.

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities TG Group of any LE TG Business Assets or LE TG Liabilities, or to the SHC Entities SVM Group of any SHC SVM Business Assets or SHC SVM Liabilities, would be a violation of Applicable applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled prior to the Effective Time by the applicable LE Entity member of the TG Group or SHC Entity the SVM Group (the “Transfer Impediments,” which, which for the avoidance of doubt, shall not include purely monetary conditions condition to the extent the necessary funds are advanced, assumed 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 LE TG Business Assets or LE TG Liabilities or SHC SVM Business Assets or SHC Liabilities, as applicable, SVM 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Distribution Effective Time, whether as a result of the provisions of Section 4.3(a5.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Distribution Effective Time to the LE Entity member or members of the TG Group or the SHC Entity SVM Group entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a5.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected promptly in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a5.3(a) or otherwise shall continue on and after the Distribution Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on 5.3 at the date time such transfer should have occurred pursuant to Section 2.1 2.1(b) in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.35.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on 5.3 at the date time such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.35.3. (f) Any Deferred Transfer Asset or Deferred Transfer Liability shall be treated, for all Tax purposes, as (i) owned by the Person to which such Asset was intended to be transferred or by the Person which was intended to assume such Liability, as the case may be, from and after the Distribution Effective Time, (ii) having not been owned by the Person retaining such Asset or Liability, as the case may be, at any time from and after the Distribution Effective Time and (iii) having been held by the Party retaining such Asset or Liability, as the case may be, only as agent or nominee on behalf of the other Person from and after the Distribution Effective Time until the date such Asset or Liability, as the case may be, is transferred to or assumed by such other Person. The Parties shall not, and shall cause members of their respective Groups not to, take any position inconsistent with the foregoing unless otherwise required by applicable Law (in which case, such Parties shall provide indemnification for any Taxes attributable to the Asset or Liability during the period beginning on the Distribution Date and ending on the date of the actual transfer).

Deferred Transfers. If, on the Closing Date, Seller or Purchaser has ------------------ not obtained any authorization, approval, order, license, permit, franchise or consent from any Person (aan "Approval") If and to the extent that the transfer, assignment or novation to the LE Entities of any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions 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 LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent respect to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer an Acquired Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on the date such transfer should have occurred pursuant to Section 2.1 in the absence of which Approval the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery conditions precedent to the applicable Group as contemplated Closing set forth in Section 4.3. Any Article VII would nevertheless be satisfied and which Approval is either necessary in order to transfer the relevant Acquired Asset or the failure to obtain which would subject Purchaser, Seller or any subsidiary, or any officer, director or agent of any such person to civil or criminal liability or could render such transfer void or voidable, such Acquired Assets (the "Deferred Transfer Liability Assets") shall be deemed withheld from sale without any reduction in the Purchase Price. From and after the Closing, Seller and/or Purchaser shall continue to use reasonable efforts to obtain all Approvals, relating to the Deferred Assets or the transfer thereof. To the extent consistent with applicable law and this Agreement, Purchaser and Seller will enter into a mutually reasonably acceptable agreement or agreements governing the management by Purchaser of the Acquired Assets comprising the Deferred Assets. Until such time as any Deferred Assets have been accepted or assumed pursuant transferred to this Section 4.3 on Purchaser, the date such assumption should have occurred pursuant Deferred Assets shall be held for Purchaser's benefit and the Deferred Assets shall be managed and operated by Seller for Purchaser's benefit and account from the Closing to Section 2.1 in the absence time of the Transfer Impediments upon its actual acceptance respective transfers, with all gains, income, losses, expenses, taxes or assumption by the applicable Group as contemplated in Section 4.3other items generated thereby to be for Purchaser's account.

Deferred Transfers. (a) If and to If, on the extent that the transfer, assignment or novation to the LE Entities of any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions 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 LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possibleClosing Date, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use Seller has not obtained any authorization, approval, consent or release required to permit or enable Seller to transfer, assign or novate (a "Transfer") all of Seller's right, title or interest in or to any Assets and benefit liabilities or obligations under any of the Person entitled thereto Assets to be transferred to Buyer as provided in this Agreement (at the expense any such authorization, approval, consent or release being referred to herein as a "Consent") or if an attempted Transfer of any of the Person entitled thereto) Assets would be ineffective or would adversely affect Buyer's ability to acquire or Seller's ability to convey the same and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject conditions precedent to the provisions Closing set forth in Articles 9 and 10 have otherwise been satisfied, then, at the election of Section 4.2Buyer, the Person retaining such Assets shall constitute "Deferred Transfer Asset shall, insofar as reasonably possible Transferred Assets" and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated transferred to renew, extend or otherwise consent to a modification of such Contract. Buyer at the Closing. After the Closing (cA) If Seller and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall Buyer will continue on and after the Effective Time to use commercially reasonable efforts to obtain the Consent and/or to remove any other impediments to the Transfer of each Deferred Transferred Asset; (B) until the Transfer of any Deferred Transferred Asset, Seller will cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits of such interest to the same extent as if it were Seller, with all costs and expenses thereof, as well as all gains, income, losses, taxes or other items generated thereby to be for Buyer's account; (C) Seller will Transfer Impedimentseach Deferred Transferred Asset to Buyer within five (5) business days after the receipt of such Consent and/or the removal of such impediment; and (D) if Buyer shall receive the benefits of a Deferred Transferred Asset, such Deferred Transferred Asset will be deemed to be an Assumed Liability, and Buyer shall perform the obligations of Seller arising under such Deferred Transferred Asset; provided, however, that if Buyer is not able to receive the benefits of a Deferred Transferred Asset (for any reason not directly or indirectly resulting from Buyer's refusal to accept such Person benefits), such Deferred Transferred Asset will be deemed to be an Excluded Liability and Buyer shall not be obligated, in connection with obligated to perform the foregoing, to expend any money or pay any consideration in any form (including providing any letter obligations of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to Seller arising under such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all Transferred Asset. The provisions of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on 2.4 will not apply to the date such transfer should have occurred pursuant to Section 2.1 in the absence approvals required of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license FCC or delivery to the applicable Group any "Mandatory Consents" as contemplated set forth in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3Schedule 7.2.3.

Deferred Transfers. (a) If and If, on the Closing Date: (i) Seller or Buyer has not obtained any authorization, approval, order, license, permit, franchise or consent from any domestic or foreign government or governmental authority or any counterparty to a contract (an "APPROVAL"): (A) which is necessary in order to effect the transfer of any of the Acquired Assets to Buyer pursuant to the extent terms and conditions of this Agreement, or (B) the absence of which would render such transfer void or voidable or subject Buyer, Seller or any of their respective officers, directors or agents to civil or criminal liability; or (ii) there is in effect any temporary or appealable injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that restrains or prohibits the transfer, assignment or novation transfer to Buyer of any Acquired Asset pursuant to the LE Entities terms and conditions of any LE Assets or LE Liabilitiesthis Agreement, or but which does not prevent the conditions precedent to the SHC Entities of Closing set forth in Section 5 from being satisfied (a "NON-FINAL INJUNCTION"); then, in each such case, such Acquired Assets (the "DEFERRED ITEMS") shall be withheld from sale pursuant to the Agreement without any SHC Assets or SHC Liabilitiesreduction in the Purchase Price. From and after the Closing, would be a violation of Applicable Law or require any Consent or Governmental Approval Seller and/or Buyer shall continue to use reasonable efforts to obtain all Approvals relating to the Deferred Items or the fulfillment of any condition transfer thereof and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be lifted; PROVIDED that canSeller shall not be fulfilled prior required to the Effective Time by the applicable LE Entity make any payments or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions agree to the extent the necessary funds are advanced, assumed or agreed any material undertakings in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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 Assetconnection therewith.” (b) If Until such time as any Deferred Items have been transferred to Buyer pursuant to Section 1.4(c) or otherwise disposed of in accordance with Section 1.4(d) (each, a "DEFERRED TRANSFER"), the transfer Deferred Items shall be held for Buyer's benefit and the Acquired Assets comprising Deferred Items shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, Taxes or assignment other items generated thereby to be for Buyer's account. Seller shall not have any liability to Buyer arising out of the management or operation by Seller of any Acquired Asset comprising Deferred Transfer Asset Items, other than for gross negligence or assumption of any Deferred Transfer Liability is not consummated prior to willful misconduct. Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or at the Effective Time, whether asserted as a result of the provisions of Section 4.3(aSeller's post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto Deferred Items, including, without limitation, the amount of any additional Taxes payable by Seller (at whether currently or in the expense future) in excess of the Person entitled thereto) and (ii) amount of Taxes which would have been payable by Seller, after application of the Person intended terms of this Agreement, if the Deferred Items had been transferred to assume such Deferred Transfer Liability shall, Buyer or shall cause the applicable member any of its Group toAffiliates (as defined in Section 2.7(a)) on the Closing Date. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer's receipt of any xxxx, pay claim, invoice or reimburse other request for payment from Seller. For purposes of this Agreement, "BUSINESS DAY shall mean any day other than a Saturday or Sunday or a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed. From the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject Closing to the provisions date of Section 4.2the Deferred Transfer, Seller shall hold the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible Items and to hold or operate the extent permitted by Applicable Law, treat such Asset Acquired Assets comprising the Deferred Items only in the ordinary course of business in accordance substantially consistent with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Personpractice; PROVIDED, insofar as reasonably possibleHOWEVER, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract Seller shall not be obligated required to renewfinance the operations of the Business directly or indirectly. Subject to applicable law and regulations (including, extend without limitation, all laws and regulations requiring investment approvals or otherwise consent consents or antimonopoly clearances, exemptions or waivers in connection with any disposition of the Deferred Items, and all exchange controls and laws concerning foreign corrupt practices, expatriation of funds or otherwise), Seller shall, in respect of any Deferred Items, use all reasonable efforts to a modification follow and implement the reasonable written instructions and policies of such ContractBuyer relating to the holding of the Deferred Items. (c) If and when all Transfer Impediments, which caused the deferral Unless otherwise disposed of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected upon Buyer's instructions in accordance with Section 1.4(d), the deeds, bills of sale, endorsements, consents, assignments and subject other good and sufficient instruments of conveyance and assignment relating to the terms relevant Acquired Assets as are necessary under applicable law in order to transfer effectively such Deferred Items, free and clear of this Agreement all liens (except for liens which had existed on the Closing Date and had been disclosed to Buyer and liens which were created for Buyer's benefit during the period the Deferred Items were being held for Buyer's benefit), will be delivered to Buyer on the date which is fifteen (15) Business Days after all Approvals relating to any applicable Ancillary Agreement such Deferred Item or Implementation Documentthe transfer thereof shall have been obtained and/or after any Non-Final Injunction relating to any such Deferred Items or the transfer thereof has been lifted or on such other date as the Parties hereto may mutually agree. (d) The Person retaining At any time prior to the Deferred Transfer Asset or Deferred Transfer Liability due relating to the deferral any of the transfer Deferred Items, Seller shall, on Buyer's written instructions (subject to applicable law and regulations), or assignment of such Deferred Transfer Asset or may at any time after twelve (12) months from the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; providedClosing, however, that such Person with Buyer's consent (which shall not be obligatedunreasonably withheld, in connection conditioned or delayed), for Buyer's benefit, dispose of the Deferred Items and remit the proceeds of such sale (less withholding or similar Taxes, if any, payable with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled respect to such Deferred Transfer Asset disposition or the Person intended remittance) to be subject Buyer; PROVIDED, that Seller shall not have any liability to any third party arising out of such Deferred Transfer Liability transactions other than reasonable out-of-pocket expensesfor gross negligence or willful misconduct; and PROVIDED, attorneys’ fees and recording or similar feesFURTHER, all of which shall be promptly reimbursed by the Person entitled that any amount remitted to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered Buyer pursuant to this Section 4.3 1.4(d) shall be reduced by, to the extent not previously paid by or on the date such transfer should have occurred behalf of Buyer pursuant to Section 2.1 1.4(b), the amount of any and all debts, liabilities and other obligations described in the absence Section 1.4(b) imposed upon or incurred by Seller as a result of Seller's post-Closing direct or indirect ownership, management, operation or sale of the Transfer Impediments upon its actual contributionDeferred Items, distributionincluding, assignmentwithout limitation, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed amount of any Taxes (other than Taxes previously paid by Buyer pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption Article IX), payable by the applicable Group Seller as contemplated in Section 4.3a result thereof.

Deferred Transfers. (a) If and to If, on the extent that the transferClosing Date, assignment Seller has not obtained any authorization, approval, order, license, permit, franchise or novation to the LE Entities of consent from any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity any counterparty to a contract (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions to the extent the necessary funds are advanced, assumed or agreed in advance to be reimbursed by the applicable transfereean "Approval"), then the transfer, assignment or novation to the transferee or assignee of such LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possible, (i) which is necessary in order to effect the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit transfer of any of the Person entitled thereto (at Acquired Assets to Buyer pursuant to the expense terms and conditions of the Person entitled thereto) and this Agreement or (ii) the Person intended to assume absence of which would render such transfer void or voidable, then, in each such case, such Acquired Assets (the "Deferred Transfer Liability shall, or Items") shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject be withheld from sale pursuant to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset Agreement without any reduction in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from Purchase Price. From and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubtClosing, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If Seller and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise Buyer shall continue on and after the Effective Time to use commercially reasonable efforts to remove obtain all Transfer ImpedimentsApprovals relating to the Deferred Items or the transfer thereof; provided, however, provided that such Person Seller shall not be obligated, required to make any payments or agree to any material undertakings in connection therewith. Upon receipt of such Approval with the foregoingrespect to any Deferred Item, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which Item shall be promptly reimbursed by transferred to Buyer and constitute an "Acquired Asset" for purpose of the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer LiabilityAgreement. (eb) Any Until such time as any Deferred Transfer Asset shall be deemed to Items have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered transferred to Buyer pursuant to this Section 4.3 1.4 (each, a "Deferred Transfer"), the Deferred Items shall be held for Buyer's benefit and the Acquired Assets comprising Deferred Items shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, Taxes or other items generated thereby to be for Buyer's account. Seller shall not have any liability to Buyer arising out of the management or operation by Seller of any Acquired Asset comprising Deferred Items, other than for gross negligence or willful misconduct. Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller's post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the Deferred Items, including, without limitation, the amount of any additional Taxes payable by Seller (whether currently or in the future) in excess of the amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Items had been transferred to Buyer or any of its Affiliates on the date such transfer should have occurred pursuant Closing Date. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer's receipt of any xxxx, claim, invoice or other request for payment from Seller. Subject to Section 2.1 applicable law and regulations Seller shall, in respect of any Deferred Items, use all commercially reasonable efforts to follow and implement the absence reasonable written instructions and policies of Buyer relating to the holding of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3Items.

Deferred Transfers. (a) If and If, at the Closing, Seller or Buyer has not obtained any authorization, approval, order, license, permit, franchise or consent from any domestic or foreign government or governmental authority or any counterparty to a contract (an “Approval”): (i) which is necessary in order to effect the extent that the transfer, assignment or novation to the LE Entities transfer of any LE of the Acquired Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” whichincluding, for the avoidance of doubt, shall not include purely monetary conditions any right to receive payment under any Transferred Purchase Order) to Buyer or Buyer Subsidiaries pursuant to the extent terms and conditions of this Agreement, or (ii) the necessary funds are advancedabsence of which would render such transfer void or voidable or subject any member of the Buyer Group, assumed any member of the Seller Group, or agreed any of their respective officers, directors or agents to civil or criminal liability; or then, in advance to be reimbursed by each such case, such Acquired Assets (the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, “Deferred Assets”) shall be automatically deemed deferred and withheld from sale pursuant to this Agreement without 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 Assetreduction in the Purchase Price.” (b) If From and after the Closing, Buyer and each relevant Buyer Subsidiary shall use all commercially reasonable efforts to obtain the requisite Approvals relating to the Deferred Assets or the transfer thereof, and Seller and each other relevant member of the Seller Group shall use all commercially reasonable efforts to cooperate with the Buyer Group with respect thereto; provided that neither Seller nor any other member of the Seller Group shall be required to make any payments or assignment agree to any material undertakings in connection therewith. In the event that Seller reasonably believes that Buyer has not used commercially reasonable efforts to obtain the requisite Approvals with respect to the Deferred Assets, Seller may, in its sole discretion, seek to obtain such Approvals, and Buyer shall reimburse Seller for all reasonable expenses incurred by Seller in connection therewith. (c) Until such time as any Deferred Assets have been transferred to Buyer or Buyer Subsidiaries pursuant to Section 1.4(d) (each, a “Deferred Transfer”), the Deferred Assets shall be held for Buyer’s or the relevant Buyer Subsidiary’s benefit, with all gains, income, losses, Taxes, payments under Transferred Purchase Orders or other items generated thereby to be for Buyer’s or the relevant Buyer Subsidiary’s account. In addition, to the extent any Deferred Asset is a Contract, Seller shall enter into a commercially reasonable subcontracting or similar arrangement with Buyer designed to provide Buyer the benefits intended to be assigned to Buyer pursuant to such Contract, including the enforcement at the cost and for the account of Buyer of any Deferred Transfer and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and Buyer shall discharge all liabilities and obligations of Seller under such Acquired Asset, as though Buyer had assumed the Acquired Asset at the Closing. In all events, Seller shall not have any liability to Buyer or assumption any Buyer Subsidiary arising out of the management or operation by Seller of any Acquired Asset comprising Deferred Transfer Liability is not consummated prior to Assets, other than for gross negligence or at the Effective Time, whether willful misconduct. (d) Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller’s post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the provisions Deferred Assets, including the amount of any additional Taxes payable by Seller (whether currently or in the future) in excess of the amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Assets had been transferred to Buyer or any of its Affiliates (as defined in Section 4.3(a9.3) at the Closing. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer’s receipt of any xxxx, claim, invoice or other request for payment from Seller. (e) Unless otherwise disposed of in accordance with Section 1.1(f), Seller shall deliver to Buyer and each relevant Buyer Subsidiary the deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary to transfer effectively any other reason, then, insofar as reasonably possible, Deferred Asset on the date which is fifteen (i15) the Person retaining Business Days after all Approvals relating to any such Deferred Transfer Asset or the transfer thereof shall thereafter hold have been obtained, or on such other date as the Parties may mutually agree. (f) At any time prior to the Deferred Transfer Asset for the use and benefit relating to any of the Person entitled thereto Deferred Assets, Seller shall (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member Seller Subsidiary), on Buyer’s written instructions (subject to applicable law and regulations), or may at any time after twelve (12) months from the Closing with Buyer’s consent (which shall not be unreasonably withheld, conditioned or delayed), for Buyer’s or the relevant Buyer Subsidiary’s benefit, dispose of its Group tothe Deferred Assets (or, pay in the case of any Deferred Asset that is a Contract, terminate such Contract) and remit the proceeds of such sale (less withholding or reimburse similar Taxes, if any, payable with respect to such disposition or remittance) to Buyer or the Person retaining relevant Buyer Subsidiary; provided, that Seller shall not have any liability to any third party arising out of such transactions other than for gross negligence or willful misconduct; provided, further, that any amount remitted to Buyer or a Buyer Subsidiary pursuant to this Section 1.4(f) shall be reduced by the amount of any Deferred Transfer Liability for all amounts Asset Claim, to the extent not previously paid by or incurred on behalf of Buyer pursuant to Section 6.2; provided, further, however, that to the extent that Seller would incur costs, expenses or liabilities (other than routine costs and expenses typical to the termination of such Contracts) in connection with the retention termination of any Contract, such Deferred Transfer Liability. In additioncosts, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted expenses or liabilities shall be borne solely by Applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gainBuyer, and dominionBuyer shall reimburse Seller promptly for all such costs, control and command over such Deferred Transfer Assetexpenses or liabilities as incurred. Notwithstanding the foregoing, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract Seller shall not be obligated required to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of terminate any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered Contract pursuant to this Section 4.3 on the date such transfer should have occurred pursuant to Section 2.1 1.4(f) in the absence event that Seller would otherwise have continuing rights in such Contract which Seller requires for the ongoing operation of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3retained business operations.

Deferred Transfers. (a) If and Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, assignment conveyance or novation delivery or attempted sale, assignment, transfer, conveyance or delivery to the LE Entities Buyer of any LE Assets Asset or LE LiabilitiesSubsidiary Interest is prohibited by any applicable federal, national, state, provincial, municipal, foreign or to the SHC Entities local law, statute, ordinance, act, rule, regulation, governmental requirement, directive, decision, order, judgment or decree of any SHC Assets kind in any country ("Law") or SHC Liabilities, would be a violation of Applicable Law or require any Consent governmental or Governmental Approval third-party authorizations, approvals, consents or the fulfillment of any condition that canwaivers (each, an "Approval") and such Approvals shall not be fulfilled have been obtained prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” whichClosing, for the avoidance of doubt, this Agreement shall not include purely monetary conditions to the extent the necessary funds are advancedconstitute a sale, assumed or agreed in advance to be reimbursed by the applicable transferee)assignment, then the transfer, assignment conveyance or novation delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, Seller shall use its, and shall cause the Subsidiary Asset Sellers to the transferee or assignee of use their, reasonable efforts to obtain promptly such LE Assets or LE Liabilities or SHC Assets or SHC LiabilitiesApprovals; provided, as applicablehowever, that no Asset Seller shall be automatically deemed deferred and 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 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possibleApproval, (i) the Person retaining parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (or Subsidiary Interest not sold, assigned, transferred, conveyed or delivered at the expense of the Person entitled theretoClosing (each, a "Deferred Item") and (ii) the Person intended to assume such Deferred Transfer Liability Seller shall, or shall cause the applicable member of its Group Subsidiary Asset Seller to, pay or reimburse enforce, at the Person retaining such Deferred Transfer Liability reasonable request of Buyer for all amounts paid or incurred in connection with the retention account of such Deferred Transfer Liability. In additionBuyer, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation rights of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of Seller arising from such Deferred Transfer Asset Item. Once such Approval for the sale, assignment, transfer, conveyance or the deferral delivery of the assumption of such a Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; providedItem is obtained, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumedSeller shall, or agreed in advance shall cause the applicable Subsidiary Asset Seller to, promptly assign, transfer, convey and deliver, or cause to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyedconveyed and delivered, licensed such Deferred Item to Buyer for no additional consideration. To the extent that any such Deferred Item cannot be transferred or delivered the full benefits and liabilities of use of any such Deferred Item cannot be provided to Buyer following the Closing pursuant to this Section 4.3 on 1.10(a), then Buyer and Seller shall enter into such arrangements (including subleasing or contracting if permitted) to provide to Buyer the date economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such transfer should have occurred Approval and the performance by Buyer of the obligations thereunder. Nothing in this Section 1.10(a) shall affect Buyer's rights pursuant to Sections 5.7 and 7.1(b) hereof or its rights to indemnification pursuant to Section 2.1 8.1 hereof. (b) Notwithstanding anything to the contrary contained in this Agreement, to the absence extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Seller of any Excluded Assets on the Transfer Impediments upon its actual contributionbooks of any Transferred Subsidiary (including, distributionwithout limitation, the Contract For the Purchase of Gas Compressors and Gas Compression Services between Corpoven, S.A. and Southwest Industries, Inc., Venezuelan Branch, dated June 1995) or the assumption by Seller of any Excluded Liabilities on the books of any Transferred Subsidiary is prohibited by any applicable Law or would require any Approval and such Approvals shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, license delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3.assumption,

Deferred Transfers. (a) If and to If, on the extent that the transferClosing Date, assignment Seller has not obtained any authorization, approval, order, license, permit, franchise or novation to the LE Entities of consent from any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC 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 prior to the Effective Time by the applicable LE Entity or SHC Entity any counterparty to a contract (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions to the extent the necessary funds are advanced, assumed or agreed in advance to be reimbursed by the applicable transfereean "Approval"), then the transfer, assignment or novation to the transferee or assignee of such LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, 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.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, then, insofar as reasonably possible, (i) which -------- is necessary in order to effect the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit transfer of any of the Person entitled thereto (at Acquired Assets to Buyer pursuant to the expense terms and conditions of the Person entitled thereto) and this Agreement or (ii) the Person intended to assume absence of which would render such transfer void or voidable, then, in each such case, such Acquired Assets (the "Deferred Transfer Liability shall, or Items") shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject be withheld from sale pursuant -------------- to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Asset Agreement without any reduction in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from Purchase Price. From and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubtClosing, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If Seller and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise Buyer shall continue on and after the Effective Time to use commercially reasonable efforts to remove obtain all Transfer ImpedimentsApprovals relating to the Deferred Items or the transfer thereof; provided, however, provided that such Person Seller shall not be obligated, required to make any payments or agree to any -------- material undertakings in connection therewith. Upon receipt of such Approval with the foregoingrespect to any Deferred Item, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which Item shall be promptly reimbursed by transferred to Buyer and constitute an "Acquired Asset" for purpose of the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer LiabilityAgreement. (eb) Any Until such time as any Deferred Transfer Asset shall be deemed to Items have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered transferred to Buyer pursuant to this Section 4.3 1.4 (each, a "Deferred Transfer"), the Deferred ----------------- Items shall be held for Buyer's benefit and the Acquired Assets comprising Deferred Items shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, Taxes or other items generated thereby to be for Buyer's account. Seller shall not have any liability to Buyer arising out of the management or operation by Seller of any Acquired Asset comprising Deferred Items, other than for gross negligence or willful misconduct. Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller's post- Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the Deferred Items, including, without limitation, the amount of any additional Taxes payable by Seller (whether currently or in the future) in excess of the amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Items had been transferred to Buyer or any of its Affiliates on the date such transfer should have occurred pursuant Closing Date. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer's receipt of any xxxx, claim, invoice or other request for payment from Seller. Subject to Section 2.1 applicable law and regulations Seller shall, in respect of any Deferred Items, use all commercially reasonable efforts to follow and implement the absence reasonable written instructions and policies of Buyer relating to the holding of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3Items.

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities New Viacom Group of any LE New Viacom Assets or LE New Viacom Liabilities, or to the SHC Entities CBS Group of any SHC CBS Assets or SHC CBS Liabilities, would be a violation of Applicable applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled prior to the Effective Time by the applicable LE Entity member of the New Viacom Group or SHC Entity (CBS Group, then, unless the “Transfer Impediments,” whichparties shall otherwise agree, for the avoidance of doubt, shall not include purely monetary conditions 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 LE New Viacom Assets or LE New Viacom Liabilities or SHC CBS Assets or SHC Liabilities, as applicable, CBS 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 legal impediments are removed and/or such Consents or Governmental Approvals have been removedobtained or such condition has been fulfilled. Any such Liability shall be deemed a “Deferred Transfer Liability.” and any Any such Asset shall be deemed (i) a “”Deferred Transfer Asset” and (ii) notwithstanding the foregoing, a CBS Asset or New Viacom Asset, as the case may be, for purposes of determining whether any Liability related thereto is a CBS Liability or a New Viacom Liability.” (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective TimeSeparation Date, whether as a result of the provisions of Section 4.3(a2.11(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by Applicable applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, without limitation, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time Separation Date to the LE Entity member or members of the New Viacom Group or the SHC Entity CBS Group entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (c) If and when all Transfer Impedimentsthe Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 4.3(a2.11(a), are removedobtained or satisfied, the transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any and/or the applicable Ancillary Agreement or Implementation DocumentAgreement. (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a2.11(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Each of New Viacom and CBS shall, and shall cause the members of its Group to, (i) treat for all Income Tax purposes (A) the Deferred Transfer Asset shall be deemed Assets as assets owned by the Person entitled to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on the date such transfer should have occurred pursuant to Section 2.1 in the absence Deferred Transfer Assets as of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery to Separation Date and (B) the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability shall Liabilities as liabilities owed by the Person intended to be deemed subject to have been accepted or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence Deferred Transfer Liabilities as of the Transfer Impediments upon its actual acceptance Separation Date and (ii) neither report nor take any Income Tax position (on a Tax Return or assumption otherwise) inconsistent with such treatment (unless required by the a change in applicable Group as contemplated in Section 4.3Tax Law or good faith resolution of a Tax Contest relating to Income Taxes).

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation allocation to the LE Entities and vesting in Purchaser of any LE Purchased Assets pursuant to Section 2.1 or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC Liabilities, otherwise would be a violation of Applicable applicable Law or require any Consent or the approval of any Governmental Approval Body or the fulfillment of any condition that cannot be fulfilled by the Purchaser prior to the Effective Time by Closing then, unless the applicable LE Entity or SHC Entity (Parties shall otherwise agree, the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions allocation to the extent the necessary funds are advanced, assumed or agreed and vesting in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee Purchaser of such LE Assets or LE Liabilities or SHC Assets or SHC LiabilitiesPurchased Asset shall, as applicablewithout any further action by any Party, shall be automatically deemed deferred and any allocation or vesting of such purported transfer Purchased Asset pursuant to Section 2.1 or assignment otherwise shall be null and void until such time as all Transfer Impediments have been removedviolations of applicable Law are eliminated, such Consents or approvals of Governmental Bodies are obtained, and such conditions are fulfilled. Any such Purchased Asset shall be deemed a “Deferred Transfer Purchased Asset.” (b) If and to the extent that the allocation to Purchaser of, and Purchaser’s becoming responsible for, any Assumed Liabilities pursuant to Section 2.3 or otherwise would be a violation of applicable Law or require any Consent or approval of any Governmental Body or the fulfillment of any condition that cannot be fulfilled by Seller prior to the Closing, then, unless the Parties shall otherwise agree, the allocation to Purchaser of, and Purchaser’s becoming responsible for, such Assumed Liability shall, without any further action by any Party, be automatically deferred and any allocation or responsibility for such Assumed Liability pursuant to Section 2.3 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. Any such Assumed Liability shall be deemed a “Deferred Transfer Assumed Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.” (bc) If the transfer or assignment of With respect to any Deferred Transfer Purchased Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the Effective Time, whether as a result of the provisions of Section 4.3(a) or for any other reason, thenAssumed Liability, insofar as it is reasonably possible, (i) Seller shall, and shall cause any applicable Subsidiary to, following the Person retaining such Deferred Transfer Asset shall thereafter Closing, hold such Deferred Transfer Purchased Asset for the use and benefit of the Person entitled thereto Purchaser and its Subsidiaries (at the expense of the Person entitled theretoPurchaser) and (ii) the Person intended to assume such Deferred Transfer Liability Purchaser shall, or shall cause the its applicable member of its Group Subsidiary to, pay or reimburse the Person retaining such Deferred Transfer Liability Seller for all amounts paid or incurred in connection with the retention of such Deferred Transfer Assumed Liability. In addition, but subject to the provisions of Section 4.2Seller shall, the Person retaining such Deferred Transfer Asset shalland shall cause any applicable Subsidiary to, insofar as reasonably possible and to the extent permitted by Applicable applicable Law, hold and treat such Deferred Transfer Purchased Asset in the ordinary course Ordinary Course of business Business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred Purchaser in order to place such PersonPurchaser, insofar as permissible under applicable Law and reasonably possible, in the same position as if such Deferred Transfer Purchased Asset had been transferred as contemplated hereby to and vested in Purchaser or an applicable Subsidiary at the Closing and so that that, to the extent possible, all the benefits and burdens relating to such Deferred Transfer Purchased Asset, including, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Purchased Asset, are to inure from and after the Effective Time Closing to the LE Entity Purchaser or the SHC Entity its applicable Subsidiary entitled to the receipt of such Deferred Transfer Purchased Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (cd) If and when all Transfer Impedimentsthe Consents, approvals of Governmental Bodies and/or conditions, the absence or non-satisfaction of which caused the deferral of or transfer of any Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability pursuant to Section 4.3(a8.12(a), are removedobtained or satisfied, the transfer, assignment allocation or novation of the applicable Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation DocumentAgreement. (de) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 4.3(a) or otherwise shall continue on and after the Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that such Person Seller shall not be obligated, in connection with the foregoing, to expend any money or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) unless the necessary funds are advanced, assumed, assumed or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability Purchaser, other than reasonable out-of-pocket expenses, attorneys’ attorney’s fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer LiabilityPurchaser. (ef) Any Deferred Transfer Asset For a period of nine months after the Closing Date, subject to reasonable security procedures and giving due regard to regulatory considerations (e.g., segregation) including the right to relocate such employees within the applicable premises, to the extent Excluded Employees occupied real property subject to a Transferred Real Property Lease prior to Closing, such Excluded Employees shall be deemed permitted to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant continue to this Section 4.3 on the date occupy and use such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery real property to the same extent and for the same purposes as such real property was occupied and used by such Excluded Employees prior to the Closing, without charge or consideration. (g) For a period of nine months after the Closing Date, subject to reasonable security procedures and giving due regard to regulatory considerations (e.g., segregation) including the right to relocate such employees within the applicable Group as contemplated in Section 4.3. Any Deferred Transfer Liability premises, after the Closing, to the extent Transferred Employees occupied real property is not subject to a Transferred Real Property Lease prior to Closing, such Transferred Employees shall be deemed permitted to have been accepted continue to occupy and use such real property to the same extent and for the same purposes as such real property was occupied and used by such Transferred Employees prior to the Closing, without charge or assumed pursuant to this Section 4.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 4.3consideration.