Common use of Deferred Transfers Clause in Contracts

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the Publishing Group of any Publishing Business Assets or Publishing Liabilities, or to the Distributing Group of any Distributing Business Assets or Distributing Liabilities, would be a violation of applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the Publishing Group or the Distributing Group (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include any purely monetary condition to the extent the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such Publishing Business Assets or Publishing Liabilities or Distributing Business Assets or Distributing Liabilities shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all Transfer Impediments have been removed. Any such Liability shall be deemed a “Deferred Transfer Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.”

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the Publishing Group LE Entities of any Publishing Business LE Assets or Publishing LE Liabilities, or to the Distributing Group SHC Entities of any Distributing Business SHC Assets or Distributing SHC 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 member of the Publishing Group LE Entity or the Distributing Group SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include any purely monetary condition conditions 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 Publishing Business LE Assets or Publishing LE Liabilities or Distributing Business SHC Assets or Distributing Liabilities 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.”

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the Publishing TG Group of any Publishing TG Business Assets or Publishing TG Liabilities, or to the Distributing SVM Group of any Distributing SVM Business Assets or Distributing SVM Liabilities, would be a violation of applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the Publishing TG Group or the Distributing SVM Group (the “Transfer Impediments,” which, which for the avoidance of doubt, shall not include any purely monetary condition to the extent the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such Publishing TG Business Assets or Publishing TG Liabilities or Distributing SVM Business Assets or Distributing 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.”