Common use of Inability to Transfer Assets Clause in Contracts

Inability to Transfer Assets. (a) If and to the extent that the transfer to RXi of any Transferred Asset from CytRx would be a violation of applicable laws or agreements or require any consent or governmental approval in connection with the transactions contemplated hereby that has not been obtained by the Effective Time (a “Transfer Impediment”), then, unless the Parties shall otherwise determine, the transfer or assignment to RXi of such Transferred Asset shall be automatically deemed deferred and any such purported transfer shall be null and void until such time as all relevant Transfer Impediments are removed or obtained, as applicable, and CytRx shall not be obligated to transfer such asset except as provided in Section 6.1(b) below. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability. (b) If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Effective Time, whether as a result the provisions of Section 6.1(a) or for any other reason, then CytRx shall hold such asset for the use and benefit, insofar as reasonably possible and not in violation of a Transfer Impediment, of RXi (at the expense of RXi) and shall take such other actions as may be reasonably requested by RXi in order to place RXi, insofar as reasonably possible and not in violation of a Transfer Impediment, in the same position as if such asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Effective Time to RXi. If and when a Transfer Impediment which caused the deferral of a transfer of any asset pursuant to Section 6.1(a) is removed or obtained, as applicable, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement. The Parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment which prohibits the transfer or assignment of assets hereunder.

Inability to Transfer Assets. (a) If and to the extent that the purported transfer to RXi RNCS hereunder of any of the Transferred Asset from CytRx Assets would be a violation of violate applicable laws or agreements or require any consent or governmental approval in connection with the transactions contemplated hereby that has not been obtained by the Effective Time date hereof (a “Transfer Impediment”), then, unless the Parties parties shall otherwise determine, the actual transfer or assignment to RXi RNCS of such Transferred Asset shall be automatically deemed deferred and any deferred, such purported transfer shall be null and void until such time as all relevant Transfer Impediments are removed or obtained, as applicable, and CytRx RXi shall not be obligated to transfer such asset except as provided in Section 6.1(b2.4(b) below. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any Liability is an the Assumed LiabilityObligations. (b) If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Effective Timedate hereof, whether as a result of the provisions of Section 6.1(a2.1(a) or for any other reason, then CytRx RXi shall hold such asset for the use and benefit, insofar as reasonably possible and not in violation of a Transfer Impediment, of RXi RNCS (at the expense of RXiRNCS) and shall take such other actions as may be reasonably requested by RXi RNCS in order to place RXiRNCS, insofar as reasonably possible and not in violation of a Transfer Impediment, in the same position as if such asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Effective Time date hereof to RXiRNCS. If and when a Transfer Impediment which that caused the deferral of a transfer of any asset pursuant to Section 6.1(a2.1(a) is removed or obtained, as applicable, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement. The Parties parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment which that prohibits the transfer or assignment of assets any of the Transferred Assets hereunder.

Inability to Transfer Assets. (a) If and to the extent that the transfer to RXi Covisint of any Transferred Asset from CytRx Compuware would be a violation of applicable laws or agreements or require any consent or governmental approval in connection with the transactions contemplated hereby that has not been obtained by the Effective Time (a “Transfer Impediment”), then, unless the Parties shall otherwise determine, the transfer or assignment to RXi Covisint of such Transferred Asset shall be automatically deemed deferred and any such purported transfer shall be null and void until such time as all relevant Transfer Impediments are removed or obtained, as applicable, and CytRx Compuware shall not be obligated to transfer such asset except as provided in Section 6.1(b5.1(b) below. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any Liability is an Assumed Liability, including, without limitation, for purposes of Section 5.3 below. (b) If the transfer or assignment of any asset intended to be transferred or assigned hereunder is not consummated prior to or on the Effective Time, whether as a result of the provisions of Section 6.1(a5.1(a) or for any other reason, then CytRx Compuware shall hold such asset for the use and benefit, insofar as reasonably possible and not in violation of a Transfer Impediment, of RXi Covisint (at the expense of RXiCovisint) and shall take such other actions as may be reasonably requested by RXi Covisint in order to place RXiCovisint, insofar as reasonably possible and not in violation of a Transfer Impediment, in the same position as if such asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Effective Time to RXiCovisint. If and when a Transfer Impediment which caused the deferral of a transfer of any asset pursuant to Section 6.1(a5.1(a) is removed or obtained, as applicable, the transfer of the applicable asset shall be effected in accordance with the terms of this Agreement. The Parties shall cooperate and use reasonable efforts, without the requirement to make any payment or make a material concession, to remove or obtain, as applicable, any Transfer Impediment which prohibits the transfer or assignment of assets hereunder.