Common use of Deferred Transfers Clause in Contracts

Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to the Effective Time, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law. (b) If and when the 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 applicable Asset shall be effected in accordance with 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 actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset. (d) If a Party is unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, that Party or a member of such Party’s Group shall continue to be bound by such Contract, license or other obligation (the “Non-assigned Liability”). Unless not permitted by Law or the terms thereof, the other Party or member of such Party’s Group (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully the Non-assigned Liability. The first Party shall not be obligated to extend, renew or otherwise cause a Non-assigned Liability, 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 extent 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 the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset). If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or 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 Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (a) If the transfer or assignment of any Assets SpinCo Asset intended to be transferred or assigned hereunder is not consummated prior to the Effective TimeRedemption, whether as a result of the provisions of Section 2.3 2.4 or for any other reason, then the Party retaining DG shall retain such SpinCo Asset and shall thereafter hold such SpinCo Asset in trust solely for the use and benefit of such Party entitled thereto if permitted SpinCo (and at the sole expenses of SpinCo) to the extent not prohibited by lawLaw. (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any SpinCo Asset pursuant to Section 2.3 2.4 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable SpinCo Asset shall be effected in accordance with the terms of this Agreement and/or the and any applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset DG shall take such actions with respect (at the sole expense of SpinCo) to any such retained SpinCo Asset as may be reasonably requested by the Person entitled to the AssetSpinCo. (d) If a Party is the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, Consents or any other release, substitution or amendment pursuant to contemplated under Section 2.3 2.4 or otherwiseotherwise under this Agreement, that then (i) each Party or a member of such Party’s Group Group, as applicable, that is party to such Contract or subject to such license or other obligation shall (i) continue to be bound by such Contract, license or other obligation obligation, in each case (the “Non-assigned Liability”). Unless not permitted unless prohibited by Law or the terms thereof), as agent or subcontractor for the other Party or member of such Party’s Group to which such Contract, license or obligation is to be assigned, transferred or conveyed hereunder had the impediment to transfer not existed (the “Liable Party”), and (ii) the Liable Party shall, or shall cause a member of its such Liable Party’s Group to, pay, perform and discharge fully all the Non-assigned Liability. The first obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Redemption Date; provided, however, that such other Party or member of such other Party’s Group shall not be obligated to extend, renew or otherwise cause a Non-assigned Liabilitysuch Contract, license or other obligation to remain in effect beyond the term in effect as of the Effective TimeRedemption 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 extent that the Liability results from 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 the Liable Party (or to another member of the Liable Party’s Group, Group designated in writing by the Liable Party) all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset)retained Contract, license or other obligation. If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, leaseContract, license or other rights or obligations obligation 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 Liable Party (or to another member of the Liable Party’s Group designated in writing by the Liable Party) without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and rights, obligations and other Liabilities.