Common use of Non-Transferred Assets Clause in Contracts

Non-Transferred Assets. (a) If any Party discovers after the Separation Time that a member of the ATS Group has title to, or an interest in, a Photowatt Asset or a member of the Photowatt Group has title to, or an interest in, an ATS Asset (in either case, a “Non-Transferred Asset”), each Party shall (and shall cause the applicable member(s) of its Group to) cooperate and use commercially reasonable efforts to promptly transfer such title or interest to the appropriate Party (or another member of its Group designated by it), including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers. (b) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset with respect to such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset.

Non-Transferred Assets. Subject to Clause 7 (Brazil), Clause 8 (Transferring Contracts), Clause 9 (Matters Governed Exclusively by Ancillary Agreements), Clause 17 (Access to Information; Books and Records), Schedule 2 (Transferring Contracts) and Schedule 3 (Brazil), and except as otherwise expressly provided for in this Agreement or any Ancillary Agreement, if, following the Separation Date: (a) If any Party discovers after property, right or asset forming part of the Alcon Business (other than any property, right or asset expressly excluded from the Separation Time that a under this Agreement or any Ancillary Agreement) has not and should have been transferred to Alcon, or to another member of the ATS Group has Alcon Group, pursuant to this Agreement or any Ancillary Agreement or otherwise, Novartis shall use Commercially Reasonable Efforts to procure that all right, title toand interest in such property, right or an interest in, a Photowatt Asset or a member of the Photowatt Group has title to, or an interest in, an ATS Asset (in either case, a “Non-Transferred Asset”), each Party shall asset (and shall cause the applicable member(sany related liability which is an Alcon Liability) of its Group to) cooperate is assigned and use commercially reasonable efforts transferred to promptly transfer such title or interest to the appropriate Party Alcon (or another member of the Alcon Group as Alcon may nominate reasonably acceptable to Novartis) as soon as practicable and at no cost to Alcon (or any member of its Group designated by itGroup), including obtaining any necessary consents or approvals or taking any other actions necessary to effect and such transfers. (b) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights member of the Party entitled to Alcon Group shall accept such asset with respect to transfer or assume such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and assignment in accordance with the terms thereofof this Agreement. If and when Pending such transfer may and subject to Applicable Law, Novartis shall cause such property, right or asset to be effected without impairing the rights held on trust and provide to Alcon or its designated assignee all of the Party entitled benefits associated with such property, right or asset (in accordance with Schedule 2 (Transferring Contracts), if applicable); or (b) any property, right or asset forming part of the Novartis Business (other than any property, right or asset expressly excluded from the Separation under this Agreement or any Ancillary Agreement) has not and should have been transferred to Novartis, or to another member of the Novartis Group, pursuant to this Agreement or any Ancillary Agreement or otherwise, Alcon shall use Commercially Reasonable Efforts to procure that all right, title and interest in such property, right or asset (and any related liability which is a Novartis Liability) is assigned and transferred to Novartis (or another member of the Novartis Group as Novartis may nominate reasonably acceptable to Alcon) as soon as practicable and at no cost to Novartis (or any member of its Group), and such member of the Novartis Group shall accept such transfer or assume such assignment in accordance with the terms of this Agreement. Pending such transfer and subject to Applicable Law, Alcon shall cause such property, right or asset to be held on trust and provide to Novartis or its designated assignee all of the benefits associated with such property, right or asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset.

Non-Transferred Assets. Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries may distribute, transfer and assign any asset that is either (a) If set forth on Schedule A to the Assignment Agreement, (b) an equity interest in any Party discovers after the Separation Time Person that is not a member direct or indirect wholly owned Subsidiary of the ATS Group Company or (c) any asset that is not a Permitted Asset, in each case to the extent such asset has title tonot been distributed, transferred or an interest in, a Photowatt Asset or a member of assigned prior to the Photowatt Group has title to, or an interest in, an ATS Asset date hereof (in either caseeach such asset, a “Non-Transferred Asset”), each Party . The Managing Member and the Company shall (and shall cause the applicable member(s) of its Group to) cooperate and use their respective commercially reasonable efforts to promptly distribute, transfer such title or interest to and assign the appropriate Party (or another member of its Group designated by it), including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers. (b) If an attempted assignment of a Non-Transferred Asset would Assets. All distributions, transfers and assignments pursuant to this Section 2.5 shall be ineffective or would impair at the rights sole cost of the Party entitled Managing Member and the Managing Member shall indemnify the Company from any costs or liabilities in connection with this Section 2.5. Subject to such asset this Section 2.5, the Company and the Managing Member shall not be deemed to be in breach of any provision of this Agreement in connection with the Non-Transferred Assets pending the distribution, transfer or assignment contemplated by this Section 2.5. For the avoidance of doubt, with respect to any Non-Transferred Asset, it is intended that the 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 so that such Party as of the Effective Time (or its applicable Group Member) would not receive all such rights, then as defined in the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group MemberAssignment Agreement), to the extent permitted by Lawdistributee, rights related to such transferee or assignee shall be treated as the beneficial owner of the Non-Transferred Asset for all Tax and take such other actions as may reasonably be requested by such Party purposes (including in order to place it, insofar as reasonably possible, in determining the same position as if such Capital Accounts and allocations of Profit and Losses of the Company) and the Company (or the relevant Subsidiary) shall hold the Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) nominee or trustee for the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf benefit of the other Party (distributee, transferee or its applicable Group Member) all of assignee until the obligations with respect to any such Non-Transferred Asset has been formally registered in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights name of the Party entitled to such assetdistributee, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Assettransferee or assignee.

Non-Transferred Assets. Except to the extent otherwise provided in a Transaction Document (aincluding clauses 6.2, 7.3, and 9.1) If if, for any Party discovers after reason, any of the Separation Time that a right, title or interest of any member of the ATS Toll Rail Group has title to, in or an interest in, a Photowatt Asset or a member to any of the Photowatt Group has title to, Rail Network or an interest in, an ATS Asset Network Assets does not pass to the Crown on Completion in accordance with clause 5.2 (in either case, each a “Non-Transferred Asset”), each Party TNZ and Toll Rail shall (and shall cause the applicable member(s) of its Group to) cooperate and use commercially reasonable efforts to promptly transfer procure that such title or interest to the appropriate Party (or another member of its the Toll Rail Group designated by it)shall, including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers. (b) If an attempted assignment of a from Completion until the Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset with respect to such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), passes to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in Crown: (a) hold the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) including all amounts received under, or in respect of, the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset less any reasonable and necessary costs incurred in respect of the asset, on bare trust for the Crown; (b) pay all such amounts less any such costs to the Crown on the last Business Day of the month in which it receives them; and (c) only take such action in respect of the Non-Transferred Asset as is required or expressly permitted by a timely manner Transaction Document (including Schedule 10, and schedule 1 of the Access Agreement), or otherwise as the Crown may reasonably direct (and, to the extent not recovered under clauses 5.3(a) or (b) above, the Crown shall indemnify Toll Rail against any liabilities, losses, charges, costs, claims, or demands incurred in taking action in accordance with any such direction); (d) (subject, in the terms thereof. If case of an Assigned Right, to clause 6.2) use its Best Endeavours and when take such transfer action as the Crown may reasonably require (in either case, at its own expense) to procure that all Non-Transferred Assets may pass to the Crown; (e) not take any action that might reasonably be effected without impairing expected to prevent it from passing any Non- Transferred Asset to the rights Crown; and (f) promptly: (i) pass on to the Crown any communication received by any member of the Party entitled Toll Rail Group relating to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset; and (ii) provide to the Crown all such other information relating to the Non-Transferred Asset as is available to Toll Rail as the Crown may reasonably request. Each Non-Transferred Asset shall pass to the Crown at the earliest time after Completion that it may pass to the Crown, without the need for any other document or action by the parties.

Non-Transferred Assets. (a) If any Assigned Licenses, Assigned Contracts, Real Property Leases, Seller Leases or Scheduled Easements are not assignable to the Purchaser at the Closing because any applicable Third Party discovers after the Separation Time that a member of the ATS Group has title to, or an interest in, a Photowatt Asset or a member of the Photowatt Group has title to, or an interest in, an ATS Asset Consents are not obtained prior to Closing (in either caseeach, a “Non-Transferred Asset”), each Party shall (the Seller and shall cause the applicable member(s) of its Group to) cooperate and Purchaser will use their commercially reasonable efforts to promptly transfer take such title actions as may be possible without violation or interest breach of any such Non-Transferred Asset to effectively grant, as of Closing, the Purchaser the rights and economic benefits of such Non-Transferred Asset which may include that the Seller pass through third party payments to the appropriate Party Purchaser (or another member 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 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 (6) months following the Closing, each Party shall use its Group designated by it), including obtaining commercially reasonable efforts to obtain any necessary consents or approvals or taking any other actions Third Party Consent necessary to effect 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 transfers. (b) If an attempted assignment Third Party Consent. As soon as a Third Party Consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Non-Transferred Asset would be ineffective or would impair is obtained, the rights of the Party entitled to such asset with respect to Seller shall promptly assign, transfer, convey and deliver such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred AssetPurchaser, and (ii) the Party entitled to such asset (or its applicable Group Member) Purchaser shall pay, perform and discharge on behalf of assume the other Party (or its applicable Group Member) all of the obligations with respect to Assumed Liabilities under any such Non-Transferred Asset in a timely manner from and in accordance with after the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer date of such Nonassignment to the Purchaser, pursuant to a special-Transferred Assetpurpose assignment and assumption agreement in such form as is reasonably acceptable to the Purchaser and the Seller.

Non-Transferred Assets. (a1) The parties acknowledge that it is their intention that as of the Time of Closing the CTVglobemedia Television Assets will be owned by the CTVglobemedia Television Group and not by the CTVglobemedia Publishing Group. (2) If any Party member of the CTVglobemedia Publishing Group or the CTVglobemedia Television Group discovers after the Separation Time of Closing that a member of the ATS CTVglobemedia Publishing Group has title to, or an interest in, a Photowatt Asset or a member of the Photowatt Group has title to, or an interest in, an ATS CTVglobemedia Television Asset (in either case, a “Non-Transferred Non‑Transferred Asset”), each Party CTVglobemedia Publishing shall (and shall cause the its applicable member(s) of its Group Subsidiary to) cooperate and use commercially reasonable efforts to promptly transfer such title or interest to the appropriate Party Corporation (or another member a Subsidiary of its Group the Corporation designated by it)) on a tax efficient basis, including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers. (b3) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset CTVglobemedia Television Group with respect to such Non-Transferred Asset so that such Party (or its applicable the CTVglobemedia Television Group Member) would not receive all such rights, then the Parties CTVglobemedia Publishing shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member)the CTVglobemedia Television Group, to the extent permitted by Lawlaw, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party the Corporation in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party member of the CTVglobemedia Publishing Group with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party member of the CTVglobemedia Television Group entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party member of the CTVglobemedia Television Group entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of such member of the other Party (or its applicable CTVglobemedia Publishing Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party member of the CTVglobemedia Television Group entitled to such asset, the Parties Corporation and CTVglobemedia Publishing shall take appropriate steps to effect the transfer of such Non-Transferred Asset.

Non-Transferred Assets. (a) If any Party discovers after the Separation Time Effective Date that a member of the ATS Wendy’s Group has title to, or an interest in, a Photowatt Txx Hortons Asset or a member of the Photowatt Txx Hortons Group has title to, or an interest in, an ATS a Wendy’s Asset (in either case, a “Non-Transferred Asset”), each Party shall (and shall cause the applicable member(s) of its Group to) cooperate and use commercially reasonable efforts to promptly transfer such title or interest to the appropriate Party (or another member of its Group designated by it), including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers. (b) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the Party entitled to such asset with respect to such Non-Transferred Asset so that such Party (or its applicable Group Member) would not receive all such rights, then the Parties shall use commercially reasonable efforts to provide to, or cause to be provided to, such Party (or its applicable Group Member), to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred Asset.

Non-Transferred Assets. (a) If any Party discovers after Notwithstanding anything in this Agreement to the Separation Time contrary, the parties agree that, to the extent that a member as of the ATS Group has title to, or an interest in, a Photowatt Asset or a member Closing certain of the Photowatt Group has Purchased Assets cannot be transferred to Buyer (i) pending Buyer obtaining the requisite telecommunications regulatory authorizations from State and Federal regulatory agencies and/or consent of State and Federal regulatory agencies to the transfer of such Purchased Assets or (ii) 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 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 subsidiaries is not consummated because certain Transferred Assets cannot be owned by Buyer or by entities whose Shares or other equity interests are owned by Buyer), Sellers shall retain title to, or an interest in, an ATS Asset to such assets (in either case, a the “Non-Transferred AssetAssets”)) and any Assumed Liabilities related to such assets, each Party shall (pending receipt of such authorizations and consents, and shall cause hold and treat such assets in accordance with the terms set forth in a management agreement to be agreed upon between Buyer and Sellers. Upon receipt from time to time of any such necessary consents, such Non-Transferred Assets as are subject to the consents so received, shall be transferred to Buyer pursuant to subsection 2.5(b) below, and Buyer shall assume all related Assumed Liabilities (or, in the event of an Alternative Transaction, the applicable member(s) Shares or other equity interests of the Company or one or more of its Group to) cooperate and use commercially reasonable efforts subsidiaries shall be transferred to promptly transfer Buyer or otherwise caused to be acquired by Buyer by direct purchase of such title equity interests, or interest pursuant to the appropriate Party (terms of one or another member more mergers, consolidations, share exchanges, recapitalizations, reorganizations or other similar transactions, with or without redomestication or conversion of the Company or one or more of its Group designated by itsubsidiaries into any form of entity under the laws of any state), including obtaining any necessary consents or approvals or taking any other actions necessary to effect such transfers. (b) If an attempted assignment Subject to and in accordance with the terms and conditions of a Non-Transferred Asset would be ineffective or would impair this Agreement and without limiting the rights obligations of the Party entitled to such asset with respect to such Non-Transferred Asset so parties, it is hereby acknowledged, confirmed and agreed by the parties that such Party (or its applicable Group Member) would not receive all such rightseach of the parties will execute, then the Parties shall use commercially reasonable efforts to provide todeliver, or cause to be provided to, such Party (or its applicable Group Member), to delivered the extent permitted by Law, rights related to such Non-Transferred Asset Documents upon receipt of the consents and take approvals, if any, referred to in clauses 2.5(a)(i) and 2.5(a)(ii) above. Upon delivery of such other actions as may reasonably duly executed Non-Transferred Asset Documents, the requirements of Article XI below shall be requested by such Party in order deemed to place it, insofar as reasonably possible, in the same position be satisfied as if such Non-Transferred Asset Assets and related Assumed Liabilities had been transferred as contemplated hereby. In connection therewithto and assumed by Buyer at the Closing, (i) and the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Purchase Price will not be affected by Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If and when such transfer may be effected without impairing the rights of the Party entitled to such asset, the Parties shall take appropriate steps to effect transfer of such Non-Transferred AssetAssets.

Non-Transferred Assets. (a) If Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment or transfer (or attempted assignment or transfer) to Buyer of any Acquired Asset would require the consent of any Person (other than a Party discovers after the Separation Time that or a member of the ATS Group has title to, or an interest inParty’s Affiliates) (each, a Photowatt “Required Approval”) pursuant to its terms or applicable Law, and such Required Approval shall not have been obtained prior to the Closing (each such Acquired Asset or a member of the Photowatt Group with respect to which Required Approval has title to, or an interest in, an ATS Asset (in either casenot been obtained, a “Non-Transferred Asset”), each Party this Agreement shall (and shall cause the applicable member(s) of its Group to) cooperate and use commercially reasonable efforts to promptly not constitute an assignment or transfer such title or interest to the appropriate Party (or another member of its Group designated by it), including obtaining any necessary consents an attempted assignment or approvals or taking any other actions necessary to effect such transferstransfer) thereof at Closing. (b) If From and after the Closing until the date that is nine months after the Closing Date, each of Buyer and Seller shall use its commercially reasonable efforts and cooperate in good faith (including executing any necessary documents) to obtain as promptly as practicable each Required Approval required with respect to the Non-Transferred Assets; provided, however, neither Seller nor any of its Affiliates shall be required to do any of the following, unless the failure to do any of the following would, with the passage of time or the giving of notice or both, result in a default or breach of Seller’s representations and warranties hereunder, (i) amend or modify any Contract that is not an attempted assignment Acquired Asset, (ii) modify, relinquish, narrow or forbear any right that constitutes an Excluded Asset, (iii) pay any consideration to any Person for the purpose of a obtaining any such Required Approval or (iv) incur any out-of-pocket cost or expense to obtain any such Required Approval. Upon any such Required Approval being obtained, the relevant Non-Transferred Asset would shall be ineffective or would impair automatically (without any further action required on the rights part of any Person) assigned and transferred to Buyer (provided that the Party entitled Parties will execute any document required under applicable Law to complete such asset transfer in accordance with the transactions contemplated hereby). (c) With respect to each Non-Transferred Asset, solely until the impracticalities of assignment referred to in this Section 1.8 are resolved with respect to such Non-Transferred Asset so that Asset, to the extent not prohibited by applicable Law or by the terms of such Party (or its applicable Group Member) would not receive all such rightsNon-Transferred Asset, then the Parties each of Buyer and Seller shall use its commercially reasonable efforts to provide toenter into subcontracting arrangements, effective as of the Closing, or cause as promptly as practicable thereafter, to be provided toprovide the economic and operational equivalent of the transfer of such Non-Transferred Asset to Buyer and the performance by Buyer of the obligations thereunder as of the Closing and, in furtherance of the foregoing, (i) Buyer shall, as agent or subcontractor for Seller, pay, perform and discharge fully the Liabilities of Seller thereunder (other than those Liabilities that constitute Excluded Liabilities) from and after the Closing Date in accordance with any such Party alternate arrangement and (or its applicable Group Member)ii) Seller shall, at Buyer’s expense, hold in trust for and pay to Buyer promptly upon receipt thereof, all the income, proceeds and other consideration received by Seller to the extent permitted by Law, rights related to such Non-Transferred Asset and take such other actions as may reasonably be requested by such Party in order to place it, insofar as reasonably possible, in the same position as if such Non-Transferred Asset had been transferred as contemplated hereby. In connection therewith, (i) the Party with title to or an interest in such asset (or its applicable Group Member) shall promptly pass along to the Party entitled to such asset (or its applicable Group Member) when received all benefits derived with respect to any such Non-Transferred Asset, and (ii) the Party entitled to such asset (or its applicable Group Member) shall pay, perform and discharge on behalf of the other Party (or its applicable Group Member) all of the obligations with respect to any such Non-Transferred Asset in a timely manner and in accordance with the terms thereof. If of any such alternate arrangement; provided, however, that Seller shall be permitted to set off against any such amounts all direct costs associated with any such alternate arrangements and when such transfer may the retention and maintenance of any Non-Transferred Assets. (d) Nothing in this Section 1.8 shall be effected without impairing the rights deemed to (i) require or permit any delay of the Party entitled Closing or adjustment to such assetthe Purchase Price, (ii) cause any Non-Transferred Asset to constitute an Excluded Asset or any Liability arising out of or relating to any Non-Transferred Asset to constitute an Excluded Liability, (iii) except as expressly set forth in this Section 1.8, modify the obligations of the Parties shall take appropriate steps under, or any other term or condition set forth in, this Agreement, (iv) conflict with or override the provisions of any Ancillary Document or (v) require Seller to effect transfer of such renew any Non-Transferred Asset once its term has expired or commence any litigation, mediation or arbitration in connection with any Non-Transferred Asset. At any time after the date that is nine months after the Closing Date, Seller may terminate any Non-Transferred Asset that is an Assumed Contract without any Liability for such termination as between Buyer and Seller.