Common use of Delayed Transfer of Assets or Liabilities Clause in Contracts

Delayed Transfer of Assets or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 5.01 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset or Liability, a “Delayed Transfer Asset or Liability”)) and subject to any Ancillary Agreement: (i) EWS and SNI thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable; (ii) EWS shall thereafter, with respect to any such SNI Asset, use commercially reasonable efforts, with the costs of EWS related thereto to be promptly reimbursed by SNI, to hold such SNI Asset in trust for the use and benefit of SNI or the applicable members of its Group and, with respect to any such SNI Liability, retain such SNI Liability for the account of SNI or the applicable members of its Group; and (iii) SNI shall thereafter, with respect to any such EWS Asset, use commercially reasonable efforts, with the costs of SNI related thereto to be promptly reimbursed by EWS, to hold such EWS Asset in trust for the use and benefit of EWS or the applicable members of its Group and, with respect to any such EWS Liability, to retain such EWS Liability for the account of EWS or the applicable members of its Group; in each case in order to place each Party or the applicable members of its Group, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset or Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither any member of the EWS Group (with respect to any SNI Asset or SNI Liability) nor any member of the SNI Group (with respect to any EWS Asset or EWS Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement). To the extent that SNI or any member of its Group is provided the use or benefit of any SNI Asset or has any SNI Liability held for its account pursuant to this Section 5.01(b), SNI shall perform or cause the other member of its Group to perform, for the benefit of EWS or any member of its Group and any third Person, the obligations of EWS or any member of its Group thereunder or in connection therewith, or as may be directed by EWS and if SNI or any member of its Group shall fail to perform to the extent required herein, SNI shall hold EWS and the members of its Group harmless and indemnify EWS and the members of its Group therefor. To the extent that EWS or any member of its Group is provided the use or benefit of any EWS Asset or has any EWS Liability held for its account pursuant to this Section 5.01(b), EWS shall perform or cause the other member of its Group to perform, for the benefit of SNI or any member of its Group and any third Person, the obligations of SNI thereunder or in connection therewith, or as may be directed by SNI and if EWS or any member of its Group shall fail to perform to the extent required herein, EWS shall hold SNI and the members of its Group harmless and indemnify SNI and the members of its Group therefor. Each Party shall, or shall cause members of its Group to, as and when any such Delayed Transfer Asset or Liability becomes contributable, assignable, transferable, conveyable, deliverable or assumable by such Party, effect such contribution, assignment, transfer, conveyance, delivery or assumption, as applicable, as promptly as practicable thereafter.

Delayed Transfer of Assets or Liabilities. (i) To the extent that any contribution, the assignment, transfer, conveyance, delivery assumption or assumption required transfer of Assets or Liabilities pursuant to Section 5.01 2.02 shall not have been consummated as of the Effective TimeDistribution, whether by its their terms, by the terms of this Agreement, or by operation of Law (any such Asset or Liability, a “Delayed Transfer Asset or Liability”)) and subject to the terms of any Ancillary Agreement: (i) EWS Agreements, Remainco and SNI New News Corporation thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery assumption or assumption transfer as promptly as practicable following the Effective Time as shall be practicable; Distribution. From and after the Distribution until the time such Delayed Transfer Asset or Liability is assigned, transferred or assumed, (iii) EWS the Party retaining such Asset shall thereafter, with respect to any such SNI Asset, use commercially reasonable efforts, with the costs of EWS related thereto to be promptly reimbursed by SNI, to hold such SNI Asset in trust for the use and benefit of SNI the Party entitled to such Asset (at the expense of the Party entitled to such Assets), with such cost to be promptly reimbursed), and (ii) the Party intended to assume such Liability shall, or shall cause the applicable members member of its Group andto, with respect to any pay or reimburse the Party retaining such SNI Liability, retain such SNI Liability for the account of SNI all amounts paid or the applicable members of its Group; and (iii) SNI shall thereafter, with respect to any such EWS Asset, use commercially reasonable efforts, incurred in connection with the costs retention of SNI related thereto to be promptly reimbursed by EWS, to hold such EWS Asset in trust for the use and benefit of EWS or the applicable members of its Group and, with respect to any such EWS Liability, to retain such EWS Liability for the account of EWS or the applicable members of its Group; in each case in order to place each Party or the applicable members of its GroupParty, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset or Liability been contributed, assigned, transferred, conveyed, delivered assumed or assumed transferred as contemplated hereby (it being understood that neither any member of the EWS Group (with respect to any SNI Asset or SNI Liability) nor any member of the SNI Group (with respect to any EWS Asset or EWS Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations, except as may be required in any Ancillary Agreement)hereby. To the extent that SNI or any member of its Group New News Corporation is provided the use or benefit of any SNI Separated Asset or has any SNI Separated Liability held for its account or for which it is liable pursuant to this Section 5.01(b2.02(b), SNI New News Corporation shall perform or cause the other member of its Group to perform, for the benefit of EWS or any member of its Group Remainco and any third Person, the obligations of EWS or any member of its Group Remainco thereunder or in connection therewith, or as may be directed by EWS Remainco and if SNI or any member of its Group New News Corporation shall fail to perform to the extent required herein, SNI New News Corporation shall hold EWS and the members of its Group Remainco harmless and indemnify EWS and the members of its Group Remainco therefor. To the extent that EWS or any member of its Group Remainco is provided the use or benefit of any EWS Remainco Asset or has any EWS Remainco Liability held for its account or for which it is liable pursuant to this Section 5.01(b2.02(b), EWS Remainco shall perform or cause the other member of its Group to perform, for the benefit of SNI or any member of its Group New News Corporation and any third Person, the obligations of SNI New News Corporation thereunder or in connection therewith, or as may be directed by SNI New News Corporation and if EWS or any member of its Group Remainco shall fail to perform to the extent required herein, EWS Remainco shall hold SNI and the members of its Group New News Corporation harmless and indemnify SNI and the members of its Group New News Corporation therefor. Each Party shallNothing in this Agreement shall be deemed to require the assignment or transfer (or the provision of use or benefit) of any Asset or the assumption of any Liability that, by their respective terms or by operation of Law or otherwise, cannot or is not permitted to be so transferred, assigned, or shall cause members assumed (or for which such provision of its Group to, as and when any such Delayed Transfer Asset use or Liability becomes contributable, assignable, transferable, conveyable, deliverable benefit thereof is not possible or assumable permitted by such Party, effect such contribution, assignment, transfer, conveyance, delivery their respective terms or assumption, as applicable, as promptly as practicable thereafterby operation of Law or otherwise).