Common use of Deferred Transfers Clause in Contracts

Deferred Transfers. (i) Notwithstanding anything to the contrary ------------------ contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and such Authorizations or consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser of the obligations thereunder.

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 (ian "Approval") Notwithstanding anything with respect to a transfer of an Acquired Asset in the absence of which Approval the conditions precedent to the contrary ------------------ contained Closing set forth in this AgreementArticle 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, to the extent that the saleSeller or any subsidiary, assignmentor any officer, transfer, conveyance director or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser agent of any Asset Sold such person to civil or criminal liability or could render such transfer void or voidable, such Acquired Assets (the assumption by "Deferred Assets") shall be withheld from sale without any reduction in the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents Purchase Price. From and such Authorizations or consents shall not have been obtained prior to after the Closing, this Agreement Seller and/or Purchaser shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall continue to use its Commercially Reasonable Efforts reasonable efforts to obtain promptly such Authorizations or consents; providedall Approvals, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item relating to the Purchaser for no additional consideration and Deferred Assets or the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligationtransfer thereof. To the extent that any such Deferred Item cannot be transferred or the full benefits consistent with applicable law and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2Agreement, then the Purchaser and the Seller shall will enter into such arrangements (including subcontracting if permitted) to provide a mutually reasonably acceptable agreement or agreements governing the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance management by the Purchaser of the obligations thereunderAcquired Assets comprising the Deferred Assets. Until such time as any Deferred Assets have been transferred to Purchaser, the 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 the time of the respective transfers, with all gains, income, losses, expenses, taxes or other items generated thereby to be for Purchaser's account.

Deferred Transfers. (ia) Notwithstanding anything to the contrary ------------------ contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser Buyer of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller Subsidiary Interest is prohibited by any applicable Law federal, national, state, provincial, municipal, foreign or local law, statute, ordinance, act, rule, regulation, governmental requirement, directive, decision, order, judgment or decree of any kind in any country ("Law") or would require any Authorizations governmental or third-party authorizations, approvals, consents or waivers (each, an "Approval") and such Authorizations or consents Approvals shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery conveyance or assumptiondelivery, or any attempted sale, assignment, transfer, conveyance, delivery conveyance or assumptiondelivery, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts its, and shall cause the Subsidiary Asset Sellers to use their, reasonable efforts to obtain promptly such Authorizations or consentsApprovals; provided, however, that the no Asset Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consentApproval, (i) the Parties parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser to Buyer the benefits and burdens of such Asset Sold or Assumed Liability Subsidiary Interest not sold, assigned, transferred, conveyed, conveyed or delivered or assumed at the Closing (each, a "Deferred Item") and (ii) Seller shall, or shall cause the applicable Subsidiary Asset Seller shall to, enforce, at the reasonable request of the Purchaser Buyer for the account of the PurchaserBuyer, any rights of the applicable Asset Seller arising from such Deferred Item. Once such Authorization or consent Approval for the sale, assignment, transfer, conveyance, conveyance or delivery or assumption of a Deferred Item is obtained, Seller shall, or shall cause the applicable Subsidiary Asset Seller shall to, promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser Buyer 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 obligationconsideration. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser Buyer following the Closing pursuant to this Section 13.21.10(a), then the Purchaser Buyer and the Seller shall enter into such arrangements (including subcontracting subleasing or contracting if permitted) to provide the Purchaser to Buyer the economic (taking into account tax Tax costs and benefits) and operational equivalent of obtaining such Authorization or consent Approval and the performance by the Purchaser 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 8.1 hereof.

Deferred Transfers. If, on the Closing Date, (i) Notwithstanding anything 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 liabilities or obligations under any of the Assets to be transferred to Buyer as provided in this Agreement (any such authorization, approval, consent or release being referred to herein as a "Consent") or if an attempted Transfer of any of the Assets would be ineffective or would adversely affect Buyer's ability to acquire or Seller's ability to convey the same and (ii) the conditions precedent to the contrary ------------------ contained Closing set forth in this AgreementArticles 9 and 10 have otherwise been satisfied, then, at the election of Buyer, such Assets shall constitute "Deferred Transferred Assets" and shall not be transferred to Buyer at the Closing. After the Closing (A) Seller and Buyer will continue to use commercially reasonable efforts to obtain the Consent and/or to remove any other impediments to the extent 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 sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery benefits of such interest to the Purchaser 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 each Deferred Transferred Asset to Buyer within five (5) business days after the receipt of any 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 Sold or will be deemed to be an Assumed Liability, and Buyer shall perform the assumption by the Purchaser obligations of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and arising under such Authorizations or consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consentsDeferred Transferred Asset; provided, however, that if Buyer is not able to receive the Seller benefits of a Deferred Transferred Asset (for any reason not directly or indirectly resulting from Buyer's refusal to accept such benefits), such Deferred Transferred Asset will be deemed to be an Excluded Liability and Buyer shall not be obligated to perform the obligations of Seller arising under such Deferred Transferred Asset. The provisions of this Section 2.4 will not apply to the approvals required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, FCC or any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser of the obligations thereunder"Mandatory Consents" as set forth in Schedule 7.2.3.