Common use of Delayed Assets and Liabilities Clause in Contracts

Delayed Assets and Liabilities. (a) WorldCom shall use all reasonable efforts to secure all necessary consents and approvals in order to transfer all of the CompuServe Assets on the Closing Date as provided herein. However, to the extent that any such required consent or waiver with respect to the transfer of a contract or other instrument or obligation included in the CompuServe Assets has not been obtained on or prior to the Closing Date, such contract or other instrument or obligation (a "Delayed Asset") shall not be transferred hereunder if so determined by WorldCom, and any related liability that constitutes a CompuServe Liability (a "Delayed Liability"), shall not be assumed hereunder by AOL other than to the extent provided herein unless and until such required consent or waiver has been obtained. WorldCom shall advise AOL in writing, not later than the second Business Day prior to the scheduled Closing Date, of any CompuServe Assets which it anticipates will be Delayed Assets, and shall identify any related Delayed Liabilities. (b) If there are any Delayed Assets, WorldCom will, and will cause CompuServe and the CompuServe Entities to, use all reasonable efforts to provide AOL with the intended benefits under or of any such Delayed Asset, and (to the extent that AOL is so provided with the benefits thereof), AOL shall assume, pay and perform any corresponding Delayed Liabilities. (c) Following the Closing, the parties shall cooperate in good faith in order to secure any necessary consents or waivers for the transfer of any Delayed Assets and Delayed Liabilities, or to enter into other arrangements which will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities been transferred and assumed on the Closing Date. Any out-of-pocket expenses reasonably incurred by the parties in taking the actions referred to in this paragraph (c) shall be paid by WorldCom. At such time and on each occasion after the Closing Date that a required consent or waiver shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to AOL, and all related Delayed Liabilities shall be simultaneously assumed by AOL hereunder, whereupon (i) such Delayed Asset shall constitute for all purposes a CompuServe Asset acquired hereunder and (ii) such Delayed Liabilities shall constitute for all purposes CompuServe Liabilities assumed hereunder. Prior to any such transfer of Delayed Assets, WorldCom shall use all reasonable efforts to preserve and maintain the value of such Delayed Assets in all material respects, and shall pay all liabilities which become due in respect of such Delayed Assets prior to the transfer thereof to AOL or its designee(s). (d) On the earliest to occur of (i) one year following the Closing Date, (ii) the date on which a Delayed Asset or Delayed Liability is transferred hereunder and (iii) the time when the parties shall conclude that any Delayed Asset or Delayed Liability will not be transferred for any reason, then WorldCom shall, or shall cause a WorldCom Entity to, pay to AOL or its designee an amount sufficient to compensate it for the loss incurred by it (net of the benefit resulting from discharge of its obligation in respect of the related Delayed Liability) resulting from such failure to transfer such Delayed Asset and Delayed Liability, including interest on the amount of such loss from the Closing Date to the date of payment, compounded daily, at the prime or base rate of interest announced from time to time by NationsBank of Texas, N. A. For purposes of this paragraph (d), the loss incurred by AOL or its designee shall be deemed to be the excess, if any, of the value of the CompuServe Assets and the CompuServe Online Services Business as of the Closing Date (after taking into account the assumption of the CompuServe Liabilities) over the value of the assets and rights actually transferred to AOL or its designee or designees hereunder (after taking into account the CompuServe Excluded Assets). The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages. Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed Assets.

Delayed Assets and Liabilities. (a) WorldCom shall use all reasonable efforts to secure all necessary consents and approvals in order to transfer all of the CompuServe Assets on the Closing Date as provided herein. However, to To the extent that any such required consent or waiver with respect to the transfer of a contract Contract or other instrument or obligation included in the CompuServe Branded Assets or the New Ralcorp Assets has not been obtained on or prior to the Closing Date, such contract Contract or other instrument or obligation (a "Delayed Asset") shall not be transferred hereunder if so determined by WorldComhereunder, and any related liability that constitutes a CompuServe Branded Liability or New Ralcorp Liability, as the case may be (a "Delayed Liability"), shall not be assumed hereunder by AOL other than to the extent provided herein Branded Subsidiary or New Ralcorp, as the case may be, unless and until such required consent or waiver has been obtained. WorldCom shall advise AOL in writingNotwithstanding the foregoing, if such a required consent or waiver is not later than obtained, the second Business Day prior party required to transfer such Delayed Asset will reasonably cooperate with the scheduled Closing Date, of any CompuServe Assets which it anticipates will be party entitled to receive such Delayed Assets, and shall identify any related Delayed Liabilities. (b) If there are any Delayed Assets, WorldCom will, and will cause CompuServe and the CompuServe Entities to, use all reasonable efforts Asset to attempt to provide AOL such party with the intended benefits under or of any such Delayed Asset, and (Asset as long as the party entitled to the extent that AOL is so provided with the benefits thereof), AOL receive such Delayed Asset shall assume, pay and perform any corresponding Delayed Liabilities. (c) Following the Closing. Ralcorp, the parties Branded Subsidiary and New Ralcorp each agrees that, in any such event, they shall cooperate work in good faith in order to secure any necessary consents or waivers for the transfer of any Delayed Assets and Delayed Liabilities, or cause such arrangement to enter into other arrangements which will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities such consent or waiver been transferred and assumed on the Closing Date. Any out-of-pocket expenses reasonably incurred by the parties in taking the actions referred to in this paragraph obtained. (cb) shall be paid by WorldCom. At such time and on each occasion after the Closing Date that a required consent or waiver shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to AOLthe party entitled to receive it hereunder, and all related Delayed Liabilities shall be simultaneously assumed by AOL such party hereunder, whereupon (i) such Delayed Asset shall constitute for all purposes a CompuServe an Asset acquired hereunder and (ii) such Delayed Liabilities shall constitute for all purposes CompuServe Liabilities assumed hereunder. Prior to any such transfer of Delayed Assets, WorldCom shall use all reasonable efforts to preserve and maintain the value of such Delayed Assets in all material respects, and shall pay all liabilities which become due in respect of such Delayed Assets prior to the transfer thereof to AOL or its designee(s). (d) On the earliest to occur of (i) one year following the Closing Date, (ii) the date on which a Delayed Asset or Delayed Liability is transferred hereunder and (iii) the time when the parties shall conclude that any Delayed Asset or Delayed Liability will not be transferred for any reason, then WorldCom shall, or shall cause a WorldCom Entity to, pay to AOL or its designee an amount sufficient to compensate it for the loss incurred by it (net of the benefit resulting from discharge of its obligation in respect of the related Delayed Liability) resulting from such failure to transfer such Delayed Asset and Delayed Liability, including interest on the amount of such loss from the Closing Date to the date of payment, compounded daily, at the prime or base rate of interest announced from time to time by NationsBank of Texas, N. A. For purposes of this paragraph (d), the loss incurred by AOL or its designee shall be deemed to be the excess, if any, of the value of the CompuServe Assets and the CompuServe Online Services Business as of the Closing Date (after taking into account the assumption of the CompuServe Liabilities) over the value of the assets and rights actually transferred to AOL or its designee or designees hereunder (after taking into account the CompuServe Excluded Assets). The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages. Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed Assets.

Delayed Assets and Liabilities. (a) WorldCom shall use all reasonable efforts to secure all necessary consents and approvals in order to transfer all Notwithstanding any other provision of this Agreement, any Newco Asset (other than any Newco Asset held by any member of the CompuServe Assets on Newco Group), the Closing Date as provided herein. Howeverassignment, transfer, conveyance or delivery of which to Newco or any other member of the extent that any such required consent Newco Group without the consent, authorization, approval or waiver with respect to the transfer of a contract third party would constitute a breach or other instrument contravention of Law or obligation included in the CompuServe Assets has not been obtained on or prior to the Closing Date, terms of such contract or other instrument or obligation Newco Asset (a "“Newco Delayed Asset") shall not be transferred hereunder if so determined by WorldCom, and any related liability that constitutes a CompuServe Liability (a "Delayed Liability"”), shall not be assumed hereunder by AOL assigned, transferred, conveyed or delivered to Newco or any other than to member of the extent provided herein unless and Newco Group until such required consent time as such consent, authorization, approval or waiver has been is obtained, at which time such Newco Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of the Company or any other member of the Part D Group. WorldCom Until such time as such consent, authorization, approval or waiver is obtained, (A) each Party (and its applicable Subsidiaries) shall advise AOL in writinguse reasonable best efforts to obtain the relevant consent, not later than authorization, approval or waiver, (B) the second Business Day prior to the scheduled Closing Date, of any CompuServe Assets which it anticipates will be Delayed Assets, and shall identify any related Delayed Liabilities. (b) If there are any Delayed Assets, WorldCom will, and will cause CompuServe Company and the CompuServe Entities to, use all reasonable efforts other members of the Part D Group shall endeavor to provide AOL Newco or the applicable members of the Newco Group with the intended benefits under each Newco Delayed Asset as if such Newco Delayed Asset had been assigned to Newco or such member of any such Delayed Assetthe Newco Group, at Newco’s expense, and (C) Newco shall be responsible for the Liabilities of the Company or its applicable Subsidiaries with respect to the extent such Newco Delayed Asset; provided, however, that AOL no Party shall be obligated to pay any additional consideration or undertake any additional obligations to any third party from whom any such consent, authorization, approval or waiver is so provided with the benefits thereof)requested or to surrender, AOL shall assume, pay and perform release or modify any corresponding Delayed Liabilities. (c) Following the Closing, the parties shall cooperate in good faith rights or remedies in order to secure obtain any necessary consents such consent, authorization, approval or waivers for the transfer of any Delayed Assets waiver (unless such Party is fully reimbursed and Delayed Liabilities, or to enter into other arrangements which will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities been transferred and assumed on the Closing Date. Any out-of-pocket expenses reasonably incurred indemnified by the parties in taking the actions referred to requesting Party). Notwithstanding any other provision in this paragraph (c) shall be paid by WorldCom. At such time and on each occasion after Agreement to the Closing Date that a required consent or waiver shall be obtained with respect to a Delayed Assetcontrary, such any Newco Delayed Asset shall forthwith be transferred and assigned to AOL, and all deemed a Newco Asset for purposes of determining whether any related Delayed Liabilities shall be simultaneously assumed by AOL hereunder, whereupon (i) such Delayed Asset shall constitute for all purposes a CompuServe Asset acquired hereunder and (ii) such Delayed Liabilities shall constitute for all purposes CompuServe Liabilities assumed hereunder. Prior to any such transfer of Delayed Assets, WorldCom shall use all reasonable efforts to preserve and maintain the value of such Delayed Assets in all material respects, and shall pay all liabilities which become due in respect of such Delayed Assets prior to the transfer thereof to AOL or its designee(s). (d) On the earliest to occur of (i) one year following the Closing Date, (ii) the date on which a Delayed Asset or Delayed Liability is transferred hereunder and (iii) the time when the parties shall conclude that any Delayed Asset or Delayed Liability will not be transferred for any reason, then WorldCom shall, or shall cause a WorldCom Entity to, pay to AOL or its designee an amount sufficient to compensate it for the loss incurred by it (net of the benefit resulting from discharge of its obligation in respect of the related Delayed Liability) resulting from such failure to transfer such Delayed Asset and Delayed Liability, including interest on the amount of such loss from the Closing Date to the date of payment, compounded daily, at the prime or base rate of interest announced from time to time by NationsBank of Texas, N. A. For purposes of this paragraph (d), the loss incurred by AOL or its designee shall be deemed to be the excess, if any, of the value of the CompuServe Assets and the CompuServe Online Services Business as of the Closing Date (after taking into account the assumption of the CompuServe Liabilities) over the value of the assets and rights actually transferred to AOL or its designee or designees hereunder (after taking into account the CompuServe Excluded Assets). The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages. Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed Assets.Newco

Delayed Assets and Liabilities. (a) WorldCom shall use all reasonable efforts to secure all necessary consents and approvals in order to transfer all of the CompuServe Assets on the Closing Date as provided herein. However, to To the extent that any such required consent or waiver with respect to the transfer of a contract Contract or other instrument or obligation included in the CompuServe Flexible Assets has not been obtained on or prior to the Closing Reorganization Date, such contract Contract or other instrument or obligation (a "Delayed Asset") shall not be transferred hereunder if so determined by WorldComhereunder, and any related liability that constitutes a CompuServe Flexible Liability (a "Delayed Liability"), shall not be assumed hereunder by AOL other than to the extent provided herein Flexible unless and until such required consent or waiver has been obtained. WorldCom shall advise AOL in writingNotwithstanding the foregoing, if such a required consent or waiver is not later than obtained, the second Business Day prior party required to transfer such Delayed Asset will reasonably cooperate with the scheduled Closing Date, of any CompuServe Assets which it anticipates will be party entitled to receive such Delayed Assets, and shall identify any related Delayed Liabilities. (b) If there are any Delayed Assets, WorldCom will, and will cause CompuServe and the CompuServe Entities to, use all reasonable efforts Asset to attempt to provide AOL such party with the intended benefits under or of any such Delayed Asset, and (Asset as long as the party entitled to the extent that AOL is so provided with the benefits thereof), AOL receive such Delayed Asset shall assume, pay and perform any corresponding Delayed Liabilities. (c) Following the Closing. Sealright, the parties West, Packaging and Flexible each agrees that, in any such event, they shall cooperate work in good faith in order to secure any necessary consents or waivers for the transfer of any Delayed Assets and Delayed Liabilities, or cause such arrangement to enter into other arrangements which will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities such consent or waiver been transferred and assumed on the Closing Date. Any out-of-pocket expenses reasonably incurred by the parties in taking the actions referred to in this paragraph obtained. (cb) shall be paid by WorldCom. At such time and on each occasion after the Closing Reorganization Date that a required consent or waiver shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to AOLthe party entitled to receive it hereunder, and all related Delayed Liabilities shall be simultaneously assumed by AOL such party hereunder, whereupon (i) such Delayed Asset shall constitute for all purposes a CompuServe Flexible Asset acquired hereunder and (ii) such Delayed Liabilities shall constitute for all purposes CompuServe Liabilities a Flexible Liability assumed hereunder. Prior to any such transfer of Delayed Assets, WorldCom shall use all reasonable efforts to preserve and maintain the value of such Delayed Assets in all material respects, and shall pay all liabilities which become due in respect of such Delayed Assets prior to the transfer thereof to AOL or its designee(s). (d) On the earliest to occur of (i) one year following the Closing Date, (ii) the date on which a Delayed Asset or Delayed Liability is transferred hereunder and (iii) the time when the parties shall conclude that any Delayed Asset or Delayed Liability will not be transferred for any reason, then WorldCom shall, or shall cause a WorldCom Entity to, pay to AOL or its designee an amount sufficient to compensate it for the loss incurred by it (net of the benefit resulting from discharge of its obligation in respect of the related Delayed Liability) resulting from such failure to transfer such Delayed Asset and Delayed Liability, including interest on the amount of such loss from the Closing Date to the date of payment, compounded daily, at the prime or base rate of interest announced from time to time by NationsBank of Texas, N. A. For purposes of this paragraph (d), the loss incurred by AOL or its designee shall be deemed to be the excess, if any, of the value of the CompuServe Assets and the CompuServe Online Services Business as of the Closing Date (after taking into account the assumption of the CompuServe Liabilities) over the value of the assets and rights actually transferred to AOL or its designee or designees hereunder (after taking into account the CompuServe Excluded Assets). The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages. Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed Assets.

Delayed Assets and Liabilities. Nothing herein shall be deemed to require the transfer of any Assets (a"Delayed Assets") WorldCom or the assumption of any Liabilities ("Delayed Liabilities") that by their terms or by operation of law cannot be transferred or assumed; provided, however, that Olsten and OHS and their respective subsidiaries and Affiliates shall use all reasonable efforts cooperate in seeking to secure all obtain any necessary consents or approvals as promptly as possible for the transfer of all Delayed Assets and approvals assignment and assumption of all Delayed Liabilities as contemplated by this Article II and in order to transfer all obtaining the release of Olsten and the CompuServe Assets on Retained Subsidiaries from the Closing Date as provided hereinAssumed OHS Liabilities and any guaranty or similar obligation of any Assumed OHS Liability and OHS and the Health Subsidiaries from the Olsten Liabilities or any guaranty or similar obligation of any Olsten Liability. However, to In the extent event that any such required consent or waiver with respect to the transfer of a contract Assets or other instrument or obligation included in the CompuServe Assets Liabilities has not been obtained consummated on or prior to the Closing Date, the party retaining such contract or other instrument or obligation (a "Delayed Asset") shall not be transferred hereunder if so determined by WorldCom, and any related liability that constitutes a CompuServe Liability (a "Delayed Liability"), shall not be assumed hereunder by AOL other than to the extent provided herein unless and until such required consent or waiver has been obtained. WorldCom shall advise AOL in writing, not later than the second Business Day prior to the scheduled Closing Date, of any CompuServe Assets which it anticipates will be Delayed Assets, and shall identify any related Delayed Liabilities. (b) If there are any Delayed Assets, WorldCom will, and will cause CompuServe and the CompuServe Entities to, use all reasonable efforts to provide AOL with the intended benefits under or of any such Delayed Asset, and (to the extent that AOL is so provided with the benefits thereof), AOL shall assume, pay and perform any corresponding Delayed Liabilities. (c) Following the Closing, the parties shall cooperate in good faith in order to secure any necessary consents or waivers for the transfer of any Delayed Assets and Delayed Liabilities, or to enter into other arrangements which will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities been transferred and assumed on the Closing Date. Any out-of-pocket expenses reasonably incurred by the parties in taking the actions referred to in this paragraph (c) shall be paid by WorldCom. At such time and on each occasion after the Closing Date that a required consent or waiver shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to AOL, and all related Delayed Liabilities shall be simultaneously assumed by AOL hereunder, whereupon (i) such Delayed Asset shall constitute for all purposes a CompuServe Asset acquired hereunder and (ii) such Delayed Liabilities shall constitute for all purposes CompuServe Liabilities assumed hereunder. Prior to any such transfer of Delayed Assets, WorldCom shall use all reasonable efforts to preserve and maintain the value of such Delayed Assets in all material respects, and shall pay all liabilities which become due in respect of such Delayed Assets prior to the transfer thereof to AOL or its designee(s). (d) On the earliest to occur of (i) one year following the Closing Date, (ii) the date on which a Delayed Asset or Delayed Liability shall thereafter hold such Delayed Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and retain such Delayed Liability for the account of the party by whom such Delayed Liability is to be assumed pursuant hereto, and take such other actions as may be reasonably required in order to place the parties, insofar as reasonably possible, in the same position as would have existed had such Delayed Asset been transferred hereunder or such Delayed Liability been assumed as contemplated hereby including, without limitation, enjoyment of rights to indemnification as if such Delayed Liability had been assumed. As and (iii) the time when the parties shall conclude that any such Delayed Asset or Delayed Liability will becomes transferable, such transfer and assumption shall be effected forthwith. In the event Olsten or the Retained Subsidiaries are not be transferred for released from any reasonAssumed OHS Liabilities or Delayed Liabilities, then WorldCom shallincluding the Governmental Settlement Agreement Liabilities, or shall cause a WorldCom Entity toOHS or the Health Subsidiaries are not released from any Olsten Liabilities, pay to AOL or its designee an amount sufficient to compensate it for the loss incurred by it (net of the benefit resulting from discharge of its obligation in respect of the related Delayed Liability) resulting from such failure to transfer such Delayed Asset and Delayed Liabilityeach case, including interest on the amount of such loss from the Closing Date prior to the date of paymentEffective Time, compounded daily, at the prime or base rate of interest announced from time to time by NationsBank of Texas, N. A. For purposes of this paragraph (d), the loss incurred by AOL or its designee each such party shall be deemed entitled to be the excess, if any, of the value of the CompuServe Assets and the CompuServe Online Services Business as of the Closing Date (after taking into account the assumption of the CompuServe Liabilities) over the value of the assets and rights actually transferred indemnification for all such Liabilities pursuant to AOL or its designee or designees hereunder (after taking into account the CompuServe Excluded Assets). The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages. Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed AssetsSection 4.01.

Delayed Assets and Liabilities. (a) WorldCom shall use all reasonable efforts Notwithstanding any other provision of this Agreement or the Assignment Agreement, any Purchased Asset, the assignment, transfer, conveyance or delivery of which to secure all necessary consents and approvals in order to transfer all of CanCo without the CompuServe Assets on the Closing Date as provided herein. Howeverconsent, to the extent that any such required consent authorization, approval or waiver with respect of or notice to the transfer of a contract third party (a “Consent”) would constitute a breach or other instrument contravention of Law or obligation included in the CompuServe Assets has not been obtained on or prior to the Closing Date, terms of such contract or other instrument or obligation Purchased Asset (a "“Delayed Asset") shall not be transferred hereunder if so determined by WorldCom, and any related liability that constitutes a CompuServe Liability (a "Delayed Liability"”), shall not be assumed hereunder by AOL other than assigned, transferred, conveyed or delivered to the extent provided herein unless and CanCo until such required consent time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or waiver has been obtained. WorldCom shall advise AOL in writing, not later than delivered without further action on the second Business Day prior to part of the scheduled Closing Date, of any CompuServe Assets which it anticipates will be Delayed Assets, and shall identify any related Delayed LiabilitiesSellers. (b) If there are Until such time as such Consent is obtained, (i) each Party (and its applicable Subsidiaries) shall use its reasonable best efforts to obtain the relevant Consent, (ii) LCCI shall endeavor to provide CanCo with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to CanCo (including by means of any subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the applicable Delayed Asset, (iii) LCCI shall promptly pay over to CanCo or its Subsidiaries payments received by LCCI after the Closing in respect of all Delayed Assets, WorldCom willand (iv) CanCo shall be responsible for the Liabilities of LCCI with respect to such Delayed Asset. Notwithstanding any other provision in this Agreement to the contrary, (x) any Delayed Asset shall be deemed a Purchased Asset for purposes of determining whether any related Liability is an Assumed Liability and will cause CompuServe following the assignment, transfer, conveyance and the CompuServe Entities to, use all reasonable efforts to provide AOL with the intended benefits under or delivery of any such Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Purchased Asset, and (to the extent that AOL is so provided with the benefits thereofy) in exercising its reasonable best efforts under this Section 2.6(b), AOL the Sellers and their Subsidiaries shall assume, not be obligated to pay and perform any corresponding Delayed Liabilitiesconsideration or undertake any obligations to any third party. (c) Following The Parties shall use their reasonable best efforts to obtain, or to cause to be obtained, any release, consent, substitution, approval or amendment required to novate and assign all Liabilities under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Assumed Liabilities (other than Assumed Liabilities in respect of the ClosingABL Canadian Obligations) or to obtain in writing the unconditional release of all parties to such arrangements other than CanCo so that, in any such case, CanCo will be solely responsible for such Liabilities; provided, however, that none of the parties Sellers or their Subsidiaries shall cooperate in good faith be obligated to pay any consideration or undertake any obligations to any third party from whom any such release, consent, approval, substitution or amendment is requested or to surrender, release or modify any rights or remedies in order to secure any necessary consents or waivers for the transfer of any Delayed Assets and Delayed Liabilities, or to enter into other arrangements which will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities been transferred and assumed on the Closing Date. Any out-of-pocket expenses reasonably incurred by the parties in taking the actions referred to in this paragraph (c) shall be paid by WorldCom. At such time and on each occasion after the Closing Date that a required consent or waiver shall be obtained with respect to a Delayed Asset, such Delayed Asset shall forthwith be transferred and assigned to AOL, and all related Delayed Liabilities shall be simultaneously assumed by AOL hereunder, whereupon (i) such Delayed Asset shall constitute for all purposes a CompuServe Asset acquired hereunder and (ii) such Delayed Liabilities shall constitute for all purposes CompuServe Liabilities assumed hereunder. Prior to obtain any such transfer of Delayed Assetsrelease, WorldCom shall use all reasonable efforts to preserve and maintain the value of such Delayed Assets in all material respectsconsent, and shall pay all liabilities which become due in respect of such Delayed Assets prior to the transfer thereof to AOL approval, substitution or its designee(s)amendment. (d) On The Buyers hereby agree that the earliest to occur of (i) one year following the Closing Date, (ii) the date on which a Delayed Asset or Delayed Liability is transferred hereunder and (iii) the time when the parties shall conclude that any Delayed Asset or Delayed Liability will not be transferred for any reason, then WorldCom shall, or shall cause a WorldCom Entity to, pay to AOL or its designee an amount sufficient to compensate it for the loss incurred by it (net of the benefit resulting from discharge of its obligation in respect of the related Delayed Liability) resulting from such failure to transfer obtain any such Consent referred to in this Section 2.6 or the failure of any such Delayed Asset and Delayed Liabilityto constitute a Purchased Asset or any circumstances resulting therefrom shall not constitute a breach by any Seller of any representation, including interest on the amount of such loss from the Closing Date to the date of paymentwarranty, compounded daily, at the prime covenant or base rate of interest announced from time to time by NationsBank of Texas, N. A. For purposes of agreement under this paragraph (d), the loss incurred by AOL Agreement or its designee shall be deemed to be the excess, if any, any of the value of the CompuServe Assets and the CompuServe Online Services Business as of the Closing Date (after taking into account the assumption of the CompuServe Liabilities) over the value of the assets and rights actually transferred to AOL or its designee or designees hereunder (after taking into account the CompuServe Excluded Assets). The determination of such value shall take into account any decrease in the overall value of the CompuServe Assets and the CompuServe Online Services Business which may result from the absence of or delay in delivering such Delayed Assets, but shall not otherwise take into account any indirect or consequential damages. Such payment by WorldCom or a WorldCom Entity shall constitute the sole remedy of AOL and its designees in respect of the delay in delivery or failure to deliver the applicable Delayed AssetsAncillary Agreements.