Common use of Non-Transferred Assets Clause in Contracts

Non-Transferred Assets. Notwithstanding the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating Agreement, the parties agree that, to the extent that as of the Closing (i) certain of the Acquired Assets cannot be transferred to Buyer pending the issuance of further FCC Consents or State PUC Consents or (ii) certain of the Acquired Assets are associated with one or more interconnection agreements, for which the ILEC's consent is required and which are reasonably necessary, in Buyer's sole discretion, to the operation of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of any ILEC consents or expiration of any notice periods necessary to assign such Required Interconnection Agreements remains pending as of the Closing, Sellers shall retain such assets (the "NON-TRANSFERRED ASSETS") pending receipt of such consents or expiration of such notice periods. For the avoidance of doubt, Buyer shall have the right, in its sole discretion, to designate any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During the period that the Non-Transferred Assets are held by Sellers, Buyer will provide management services to Sellers pursuant to the Operating Agreement. Upon receipt from time to time of any such necessary consents, such Non-Transferred Assets as are subject to such consents shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities; and within five (5) Business Days of Buyer's written request, Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets and related Assumed Liabilities had otherwise been transferred to and assumed by Buyer at the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closing, such Non-Transferred Assets shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets had otherwise been transferred to Buyer at the Closing. In addition, Non-Transferred Assets shall include all of the Seller Marks, which shall be licensed to Buyer upon the Closing as set forth in the Operating Agreement. After the expiration or termination of the Operating Agreement, upon the written request of Buyer, all right, title and interest in and to the Seller Marks shall be transferred to and vest in Buyer.

Non-Transferred Assets. Notwithstanding If any Assigned Licenses, Assigned Contracts, Real Property Leases, Seller Leases or Scheduled Easements are not assignable to the foregoing provisions of ARTICLE IIPurchaser at the Closing because any applicable Third Party Consents are not obtained prior to Closing (each, and subject to SECTION 6.2 a “Non-Transferred Asset”), the Seller and the Operating AgreementPurchaser will use their commercially reasonable efforts to take such actions as may be possible without violation or breach of any such Non-Transferred Asset to effectively grant, as of Closing, the parties agree thatPurchaser the rights and economic benefits of such Non-Transferred Asset which may include that the Seller pass through third party payments to the Purchaser (or its designee) in order to grant such economic benefits to the Purchaser. For so long as the Seller is providing such rights and benefits, the Purchaser shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Transferred Asset to the extent that as of the Purchaser would have been responsible therefor if such consent or approval had been obtained and such Liabilities had become Assumed Liabilities at the Closing. From and after the Closing until the date that is six (i6) certain of months following the Acquired Assets cannot be transferred Closing, each Party shall use its commercially reasonable efforts to Buyer pending the issuance of further FCC Consents or State PUC Consents or (ii) certain of the Acquired Assets are associated with one or more interconnection agreements, for which the ILEC's consent is required and which are reasonably necessary, in Buyer's sole discretion, to the operation of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of obtain any ILEC consents or expiration of any notice periods Third Party Consent necessary to assign any Non-Transferred Asset as promptly as reasonably practicable; provided, however, that neither the Seller and its Affiliates nor the Purchaser and its Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any such Required Interconnection Agreements remains pending Third Party Consent. As soon as a Third Party Consent for the sale, assignment, transfer, conveyance, delivery or assumption of the Closing, Sellers shall retain such assets (the "NON-TRANSFERRED ASSETS") pending receipt of such consents or expiration of such notice periods. For the avoidance of doubt, Buyer shall have the right, in its sole discretion, to designate any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During Asset is obtained, the period that the Non-Transferred Assets are held by SellersSeller shall promptly assign, Buyer will provide management services to Sellers pursuant to the Operating Agreement. Upon receipt from time to time of any such necessary consentstransfer, convey and deliver such Non-Transferred Assets as are subject Asset to such consents shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities; and within five (5) Business Days of Buyer's written requestthe Purchaser, Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below Purchaser shall have been deemed to be satisfied as if assume the Assumed Liabilities under any such Non-Transferred Assets Asset from and related Assumed Liabilities had otherwise been transferred to and assumed by Buyer at the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closingdate of such assignment to the Purchaser, pursuant to a special-purpose assignment and assumption agreement in such Non-Transferred Assets shall be transferred form as is reasonably acceptable to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale the Purchaser and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets had otherwise been transferred to Buyer at the Closing. In addition, Non-Transferred Assets shall include all of the Seller Marks, which shall be licensed to Buyer upon the Closing as set forth in the Operating Agreement. After the expiration or termination of the Operating Agreement, upon the written request of Buyer, all right, title and interest in and to the Seller Marks shall be transferred to and vest in BuyerSeller.

Non-Transferred Assets. Notwithstanding anything to the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating contrary in this Agreement, the parties agree thatCompany and its Subsidiaries may distribute, transfer and assign any asset that is either (a) set forth on Schedule A to the Assignment Agreement, (b) an equity interest in any Person that is not a direct or indirect wholly owned Subsidiary of the Company or (c) any asset that is not a Permitted Asset, in each case to the extent that as such asset has not been distributed, transferred or assigned prior to the date hereof (each such asset, a “Non-Transferred Asset”). The Managing Member and the Company shall use their respective commercially reasonable efforts to promptly distribute, transfer and assign the Non-Transferred Assets. All distributions, transfers and assignments pursuant to this Section 2.5 shall be at the sole cost of the Closing (i) certain of Managing Member and the Acquired Assets canManaging Member shall indemnify the Company from any costs or liabilities in connection with this Section 2.5. Subject to this Section 2.5, the Company and the Managing Member shall not be transferred deemed to Buyer be in breach of any provision of this Agreement in connection with the Non-Transferred Assets pending the issuance of further FCC Consents distribution, transfer or State PUC Consents or (ii) certain of the Acquired Assets are associated with one or more interconnection agreements, for which the ILEC's consent is required and which are reasonably necessary, in Buyer's sole discretion, to the operation of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of any ILEC consents or expiration of any notice periods necessary to assign such Required Interconnection Agreements remains pending as of the Closing, Sellers shall retain such assets (the "NON-TRANSFERRED ASSETS") pending receipt of such consents or expiration of such notice periodsassignment contemplated by this Section 2.5. For the avoidance of doubt, Buyer shall have the right, in its sole discretion, with respect to designate any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During , it is intended that the period that relevant distributee, transferee or assignee (and not the Company and its Subsidiaries) shall hold the benefits and burdens of ownership of such Non-Transferred Asset as of the Effective Time (as defined in the Assignment Agreement), the distributee, transferee or assignee shall be treated as the beneficial owner of the Non-Transferred Assets are held by Sellers, Buyer will provide management services to Sellers pursuant to Asset for all Tax and other purposes (including in determining the Operating Agreement. Upon receipt from time to time Capital Accounts and allocations of any such necessary consents, such Profit and Losses of the Company) and the Company (or the relevant Subsidiary) shall hold the Non-Transferred Assets Asset as are subject to such consents shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities; and within five (5) Business Days nominee or trustee for the benefit of Buyer's written requestthe distributee, Sellers will deliver a xxxx of sale and transferee or assignee until the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets and related Assumed Liabilities had otherwise Asset has been transferred to and assumed by Buyer at formally registered in the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closing, such Non-Transferred Assets shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets had otherwise been transferred to Buyer at the Closing. In addition, Non-Transferred Assets shall include all name of the Seller Marksdistributee, which shall be licensed to Buyer upon the Closing as set forth in the Operating Agreement. After the expiration transferee or termination of the Operating Agreement, upon the written request of Buyer, all right, title and interest in and to the Seller Marks shall be transferred to and vest in Buyerassignee.

Non-Transferred Assets. (a) Notwithstanding anything in this Agreement to the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating Agreement, the parties agree thatcontrary, to the extent that as the transfer (or attempted transfer) to New AOAG of any AOAG Contributed Assets or to the Buyer (or a Buyer Designee) of any Transferred Assets would require the consent of any Person (other than a Sellers’ Retained Group Company or a Target Group Company) pursuant to its terms or applicable Law, and such consent has not been obtained either expressly or implicitly prior to the Contribution Date (in respect of the AOAG Contributed Assets) or the Closing Date (i) certain in respect of the Acquired Transferred Assets) (each, a “Non‑Transferred Asset”), the Buyer shall use and shall cause New AOAG or the relevant Buyer Designee to use, and General Motors shall cause AOAG and the relevant Assets cannot be transferred Seller to Buyer pending the issuance use, reasonable efforts and each of further FCC Consents or State PUC Consents or (ii) certain of the Acquired Assets are associated with one or more interconnection agreements, for which the ILEC's them shall cooperate in good faith to obtain each consent is required and which are reasonably necessary, in Buyer's sole discretion, to the operation of assignment or achieve the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of any ILEC consents or expiration of any notice periods necessary to assign such Required Interconnection Agreements remains pending as of the Closing, Sellers shall retain such assets (the "NON-TRANSFERRED ASSETS") pending receipt novation of such consents Non-Transferred Assets to New AOAG or expiration of such notice periodsthe relevant Buyer Designee, as applicable. For the avoidance of doubt, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price in connection therewith. (b) Until such consent is obtained or such novation is achieved, the Buyer (or New AOAG or the relevant Buyer Designee) and General Motors shall, and General Motors shall have cause AOAG (and the rightrelevant Assets Seller) to, enter into arrangements (such arrangements, the “Alternate Arrangements”) so that the Buyer (or New AOAG or the relevant Buyer Designee) be awarded with the entire economic ownership and economic risks and rewards in its sole discretionrespect of the Non‑Transferred Asset and General Motors shall cause AOAG (and the relevant Assets Seller) to exercise and perform any rights and obligations vis‑à‑vis any counterparties, obligors, creditors or other Third Parties, as reasonably instructed by the Buyer (or New AOAG or the relevant Buyer Designee) to designate any Acquired enable the performance of the Non‑Transferred Asset and to provide New AOAG or the relevant Buyer Designee with the benefits of the Non‑Transferred Asset (including enforcement of a right of AOAG or the Assets Sellers against any Required Interconnection Agreement) as a Non-Transferred Asset. During the period that other party to the Non-Transferred Assets are held Asset arising out of its termination by Sellers, Buyer will provide management services to Sellers pursuant to the Operating Agreementother party or otherwise). Upon receipt from time to time of (c) Promptly following any such necessary consentsconsent being obtained, such Non-Transferred Assets as are subject to such consents General Motors shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities; and within five (5) Business Days of Buyer's written request, Sellers will deliver a xxxx of sale cause AOAG and the requirements of SECTION 3.1 below shall have been deemed relevant Assets Seller to be satisfied as if such Non-Transferred Assets and related Assumed Liabilities had otherwise been transferred transfer to and assumed by New AOAG or the relevant Buyer at the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closing, such Non-Transferred Assets shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets had otherwise been transferred to Buyer at the Closing. In addition, Non-Transferred Assets shall include all of the Seller Marks, which shall be licensed to Buyer upon the Closing as set forth in the Operating Agreement. After the expiration or termination of the Operating Agreement, upon the written request of Buyer, all right, title and interest in and to the Seller Marks shall be transferred to and vest in Buyer.Designee 107

Non-Transferred Assets. (a) Notwithstanding anything in this Agreement to the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating Agreementcontrary, the parties agree that, to the extent that as of the Closing (i) certain of the Acquired Purchased Assets cannot be transferred to Buyer (i) pending Buyer obtaining the issuance requisite telecommunications regulatory authorizations from State and Federal regulatory agencies and/or consent of further FCC Consents or State PUC Consents and Federal regulatory agencies to the transfer of such Purchased Assets or (ii) certain if an attempted assignment of any Contract or Real Property Lease, without the consent of any other Person that is a party thereto, would constitute a breach thereof or in any way negatively affect the rights of Buyer (unless the restrictions on assignment would be rendered ineffective pursuant to sections 9-406 through 9-409, inclusive, of the Acquired Assets are associated with Uniform Commercial Code, as amended), as the assignee of such Contract or Real Property Lease, as the case may be, thereunder (or, in the event of an Alternative Transaction, if the acquisition by Buyer of any Shares or other equity interests of Company or one or more interconnection agreements, for which the ILEC's consent subsidiaries is required and which not consummated because certain Transferred Assets cannot be owned by Buyer or by entities whose Shares or other equity interests are reasonably necessary, in owned by Buyer's sole discretion, to the operation of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of any ILEC consents or expiration of any notice periods necessary to assign such Required Interconnection Agreements remains pending as of the Closing), Sellers shall retain title to such assets (the "NON“Non-TRANSFERRED ASSETS"Transferred Assets”) and any Assumed Liabilities related to such assets, pending receipt of such consents or expiration of authorizations and consents, and shall hold and treat such notice periods. For assets in accordance with the avoidance of doubtterms set forth in the Management Services Agreement dated May 13, 2011 between Buyer shall have the right, in its sole discretion, to designate any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During the period that the Non-Transferred Assets are held by and Sellers, Buyer will provide management services to including certain Sellers pursuant to the Operating Agreementserving as Managers. Upon receipt from time to time of any such necessary consents, such Non-Transferred Assets as are subject to such the consents so received, shall be transferred to Buyer pursuant to subsection 2.5(b) below, and Buyer will shall assume all related Assumed Liabilities; and within five Liabilities (5) Business Days or, in the event of Buyer's written requestan Alternative Transaction, Sellers will deliver a xxxx the applicable Shares or other equity interests of sale and the requirements Company or one or more of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets and related Assumed Liabilities had otherwise been transferred to and assumed by Buyer at the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closing, such Non-Transferred Assets its subsidiaries shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed or otherwise caused to be satisfied as if acquired by Buyer by direct purchase of such Non-Transferred Assets had otherwise been transferred equity interests, or pursuant to Buyer at the Closing. In additionterms of one or more mergers, Non-Transferred Assets shall include all consolidations, share exchanges, recapitalizations, reorganizations or other similar transactions, with or without redomestication or conversion of the Seller Marks, which shall be licensed to Buyer upon Company or one or more of its subsidiaries into any form of entity under the Closing as set forth in the Operating Agreement. After the expiration or termination laws of the Operating Agreement, upon the written request of Buyer, all right, title and interest in and to the Seller Marks shall be transferred to and vest in Buyerany state).

Non-Transferred Assets. (a) Notwithstanding anything in this Agreement to the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating Agreementcontrary, the parties agree that, to the extent that as of the Closing (i) certain of the Acquired Purchased Assets cannot be transferred to Buyer (i) pending Buyer obtaining the issuance requisite telecommunications regulatory authorizations from State and Federal regulatory agencies and/or consent of further FCC Consents or State PUC Consents and Federal regulatory agencies to the transfer of such Purchased Assets or (ii) certain if an attempted assignment of any Contract or Real Property Lease, without the consent of any other Person that is a party thereto, would constitute a breach thereof or in any way negatively affect the rights of Buyer (unless the restrictions on assignment would be rendered ineffective pursuant to sections 9-406 through 9-409, inclusive, of the Acquired Assets are associated with Uniform Commercial Code, as amended), as the assignee of such Contract or Real Property Lease, as the case may be, thereunder (or, in the event of an Alternative Transaction, if the acquisition by Buyer of any Shares or other equity interests of Company or one or more interconnection agreements, for which the ILEC's consent subsidiaries is required and which not consummated because certain Transferred Assets cannot be owned by Buyer or by entities whose Shares or other equity interests are reasonably necessary, in owned by Buyer's sole discretion, to the operation of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt of any ILEC consents or expiration of any notice periods necessary to assign such Required Interconnection Agreements remains pending as of the Closing), Sellers shall retain title to such assets (the "NON“Non-TRANSFERRED ASSETS"Transferred Assets”) and any Assumed Liabilities related to such assets, pending receipt of such consents or expiration of authorizations and consents, and shall hold and treat such notice periods. For assets in accordance with the avoidance of doubt, terms set forth in a management agreement to be agreed upon between Buyer shall have the right, in its sole discretion, to designate any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During the period that the Non-Transferred Assets are held by and Sellers, Buyer will provide management services to Sellers pursuant to the Operating Agreement. Upon receipt from time to time of any such necessary consents, such Non-Transferred Assets as are subject to such the consents so received, shall be transferred to Buyer pursuant to subsection 2.5(b) below, and Buyer will shall assume all related Assumed Liabilities; and within five Liabilities (5) Business Days or, in the event of Buyer's written requestan Alternative Transaction, Sellers will deliver a xxxx the applicable Shares or other equity interests of sale and the requirements Company or one or more of SECTION 3.1 below shall have been deemed to be satisfied as if such Non-Transferred Assets and related Assumed Liabilities had otherwise been transferred to and assumed by Buyer at the Closing. With respect to assets that are designated by Buyer as Non-Transferred Assets and which are not subject to obtaining any further consents after the Closing, such Non-Transferred Assets its subsidiaries shall be transferred to Buyer and Buyer will assume all related Assumed Liabilities, within five (5) Business Days of Buyer's written request, at which time Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 below shall have been deemed or otherwise caused to be satisfied as if acquired by Buyer by direct purchase of such Non-Transferred Assets had otherwise been transferred equity interests, or pursuant to Buyer at the Closing. In additionterms of one or more mergers, Non-Transferred Assets shall include all consolidations, share exchanges, recapitalizations, reorganizations or other similar transactions, with or without redomestication or conversion of the Seller Marks, which shall be licensed to Buyer upon Company or one or more of its subsidiaries into any form of entity under the Closing as set forth in the Operating Agreement. After the expiration or termination laws of the Operating Agreement, upon the written request of Buyer, all right, title and interest in and to the Seller Marks shall be transferred to and vest in Buyerany state).