Delayed Transferred Parent Assets Sample Clauses

Delayed Transferred Parent Assets. Notwithstanding anything in this Agreement to the contrary, if it is reasonably necessary or appropriate to delay the transfer or assignment to Parent or one or more of its Subsidiaries of any Parent Asset until the applicable Transition Support Termination to allow SpinCo or any of its Subsidiaries to perform their respective obligations under, or to otherwise carry out the contemplated transactions and activities contemplated, by a Transition Arrangement (each such Parent Asset, a “Delayed Transferred Parent Asset” and, together with the Delayed Transferred SpinCo Assets, the “Delayed Transferred Assets”), such Delayed Transferred Parent Asset shall not be transferred or assigned to Parent or any of its Subsidiaries at or prior to the Effective Time. Upon the applicable Transition Support Termination, the relevant Delayed Transferred Parent Asset shall be automatically assigned and transferred to Parent or its Subsidiaries without any further action required on the part of any Party and without any additional consideration; provided, however, that, if, upon the applicable Transition Support Termination, such Delayed Transferred Parent Asset cannot be assigned or transferred to the Parent Group without any Approval or Notification, such asset will be deemed to be a Delayed Parent Asset from and after the applicable Transition Support Termination and the provisions of Section 2.4 shall apply to such asset from and after the applicable Transition Support Termination.