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. (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 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 or a Party’s Affiliates) (each, a “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 with respect to which Required Approval has not been obtained, a “Non-Transferred Asset”), this Agreement shall not constitute an assignment or transfer (or an attempted assignment or transfer) thereof at Closing. (b) 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) certain amend or modify any Contract that is not an 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 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 Acquired Assets cannot relevant Non-Transferred Asset shall be automatically (without any further action required on the part of any Person) assigned and transferred to Buyer pending (provided that the issuance Parties will execute any document required under applicable Law to complete such transfer in accordance with the transactions contemplated hereby). (c) With respect to each Non-Transferred Asset, solely until the impracticalities of further FCC Consents or State PUC Consents or (ii) certain of the Acquired Assets assignment referred to in this Section 1.8 are associated resolved with one or more interconnection agreements, for which the ILEC's consent is required and which are reasonably necessary, in Buyer's sole discretionrespect to such Non-Transferred Asset, to the operation extent not prohibited by applicable Law or by the terms of the Acquired Assets ("REQUIRED INTERCONNECTION AGREEMENTS") such Non-Transferred Asset, each of Buyer and receipt of any ILEC consents or expiration of any notice periods necessary Seller shall use its commercially reasonable efforts to assign such Required Interconnection Agreements remains pending enter into subcontracting arrangements, effective as of the Closing, Sellers shall retain such assets (or as promptly as practicable thereafter, to provide the "NON-TRANSFERRED ASSETS") pending receipt economic and operational equivalent of the transfer of such consents or expiration Non-Transferred Asset to Buyer and the performance by Buyer of such notice periods. For the avoidance obligations thereunder as of doubt, Buyer shall have the rightClosing 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 alternate arrangement and (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 related to such Non-Transferred Asset in connection with and in accordance with the terms 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 the retention and maintenance of any Non-Transferred Assets. (d) Nothing in this Section 1.8 shall be deemed to (i) require or permit any delay of the Closing or adjustment to the 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 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 renew any Non-Transferred Asset once its sole discretionterm has expired or commence any litigation, to designate mediation or arbitration in connection with any Acquired Asset (including any Required Interconnection Agreement) as a Non-Transferred Asset. During At any time after the period date that is nine months after the Closing Date, Seller may terminate any 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 Asset that is an Assumed Contract without any Liability for such necessary consents, such Non-Transferred Assets termination as are subject to such consents shall be transferred to between 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 BuyerSeller.

Non-Transferred Assets. Notwithstanding the foregoing provisions of ARTICLE IISubject to Clause 9 (Transferring Contracts and Non-Transferring Tenders), Clause 16 (Access to Information; Books and Records), Clause 30.3 (Matters Governed Exclusively by Ancillary Agreements) and Schedule 1 (Transferring Contracts and Non-Transferring Tenders), and subject except in relation to SECTION 6.2 and the Operating Agreement, the parties agree thatany Intellectual Property Right (in respect of which, to the extent that relevant, the provisions of Clause 20.3 (Intellectual Property Wrong Pockets) shall apply), any monies to which Clause 11 (Accounts Payable and Receivable) applies or as of otherwise expressly provided for in this Agreement, any Ancillary Agreement or the Closing US Brands Commercial Agreement, if, following the Separation Date: (a) any property, right or asset: (i) certain forming part of the Acquired Assets canSandoz Business (other than any property, right or asset expressly excluded under this Agreement or any Ancillary Agreement) has not be and should have been transferred to Buyer pending Sandoz, or to another member of the issuance of further FCC Consents Sandoz Group, pursuant to this Agreement or State PUC Consents any Ancillary Agreement or otherwise; or (ii) certain that is a Sandoz Transferring Asset or is Exclusively Related to the Sandoz Business (other than any property, right or asset expressly excluded under this Agreement or any Ancillary Agreement and excluding any Novartis Retained Asset) has not been transferred to Sandoz, or to another member of the Acquired Assets are associated with one Sandoz Group, pursuant to this Agreement or more interconnection agreementsany Ancillary Agreement or otherwise, for which the ILEC's consent or is required and which are reasonably necessary, in Buyer's sole discretion, to the operation held by a member of the Acquired Assets Novartis Group after the Separation Date, then: ("REQUIRED INTERCONNECTION AGREEMENTS"A) and receipt of any ILEC consents or expiration of any notice periods necessary the Parties shall use their respective Commercially Reasonable Efforts to assign such Required Interconnection Agreements remains pending as of procure that the Closing, Sellers shall retain such assets (the "NON-TRANSFERRED ASSETS") pending receipt holder of such consents property, right 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 asset 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 a Sandoz Asset Transferor for the purposes of this Agreement; and (B) Sandoz shall nominate a member of the Sandoz Group (acceptable to Novartis, acting reasonably) as if the Sandoz Asset Transferee for such Non-Transferred Assets property, right or asset and related Assumed Liabilities had otherwise been transferred to and assumed by Buyer at such member of 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 Sandoz Group 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 a Sandoz Asset Transferee for the Closing. In addition, Non-Transferred Assets shall include all purposes 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 this Agreement, upon the written request of Buyer, then Novartis 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 Sandoz Liability) is assigned and transferred to Sandoz (or another member of the Sandoz Group as Sandoz has nominated (in accordance with Clause 20.1(a)(ii)(B) above) or may nominate that is reasonably acceptable to Novartis) as soon as practicable and at no cost to Sandoz (or any member of its Group), and such member of the Sandoz 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, Novartis shall cause such property, right or asset to be held on trust and provide to Sandoz or its designated assignee all of the benefits associated with such property, right or asset (in accordance with Schedule 1 (Transferring Contracts and Non-Transferring Tenders), if applicable); or (b) any property, right or asset: (i) forming part of the Novartis Business (other than any property, right or asset expressly excluded 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; or (ii) that is a Novartis Retained Asset or is Exclusively Related to the Seller Marks Novartis Business (other than any property, right or asset expressly excluded under this Agreement or any Ancillary Agreement and excluding any Sandoz Transferring Assets) that has not been transferred to Novartis, or to another member of the Novartis Group, pursuant to this Agreement or any Ancillary Agreement or otherwise, or is held by a member of the Sandoz Group after the Separation Date: (A) the Parties shall use their respective Commercially Reasonable Efforts to procure that the holder of such property, right or asset shall be deemed to be a Novartis Asset Transferor for the purposes of this Agreement; (B) Novartis shall nominate a member of the Novartis Group (acceptable to Sandoz, acting reasonably) as the Novartis Asset Transferee for such property, right or asset and such member of the Novartis Group shall be deemed to be a Novartis Asset Transferee for the purposes of this Agreement, then Sandoz 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 has nominated (in accordance with Clause 20.1(b)(ii)(B) above) or may nominate that is reasonably acceptable to Sandoz) as soon as practicable and vest 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 Buyeraccordance with the terms of this Agreement. Pending such transfer and subject to Applicable Law, Sandoz 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 (in accordance with Schedule 1 (Transferring Contracts and Non-Transferring Tenders), if applicable).

Non-Transferred Assets. (a) Notwithstanding anything to the foregoing provisions of ARTICLE II, and subject to SECTION 6.2 and the Operating contrary contained in this Agreement, the parties agree that, to the extent that as any Purchased Asset is not capable of the Closing (i) certain of the Acquired Assets cannot be being assigned or transferred to Buyer pending as contemplated by this Agreement without the issuance of further FCC Consents or State PUC Consents or (ii) certain consent of the Acquired Assets are associated with one other party or more interconnection agreementsparties thereto or the issuer thereof or any other third party (including a Governmental Authority), for which or if such assignment or transfer, or attempted assignment or transfer, without such consent would constitute a breach thereof by Seller or a violation by Seller of any Law or cause the ILEC's other party or parties thereto or the issuer thereof to have the right to terminate any such Purchased Asset, this Agreement shall not constitute an assignment or transfer by Seller to Buyer of any such Purchased Asset or any claim, right, benefit or obligation thereunder, or any such attempted assignment or transfer, unless any such consent is required and which are reasonably necessary, in Buyer's sole discretion, obtained by Seller at or prior to the operation date of the Acquired Assets such attempted assignment or transfer ("REQUIRED INTERCONNECTION AGREEMENTS") and receipt any such Purchased Asset that is not capable of any ILEC consents or expiration of any notice periods necessary being assigned by Seller to assign such Required Interconnection Agreements remains pending as of Buyer at the Closing, Sellers as contemplated by this Section 1.5(a), a “Non- Transferred Asset”). (b) From and after the date of this Agreement through the Closing Date, Seller shall retain such assets (use commercially reasonable efforts to, as expeditiously as practicable, obtain the "NON-TRANSFERRED ASSETS") pending receipt of such consents consents, waivers and approvals necessary for Seller to assign 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 transfer each Non-Transferred Asset. During the period Asset to Buyer free and clear of all Liens, and Buyer shall reasonably cooperate with Seller in connection therewith (provided, that the Non-Transferred Assets are held by Sellersneither Seller nor Buyer nor any of their respective Affiliates shall be required to commence or participate in any litigation, Buyer will provide management services offer or grant any material accommodation or undertake any material obligation or Liability (financial or otherwise) to Sellers pursuant any third party to the Operating Agreement. Upon receipt from time to time of obtain any such consent, waiver or approval) and the Parties shall promptly execute and deliver all documents reasonably necessary consents, to complete the assignment or transfer by Seller of such Non-Transferred Assets as are subject to such consents Buyer. Seller shall be transferred keep Buyer reasonably apprised of the status of the foregoing. (c) From and after the Closing Date, until the earlier of the (i) time that the required consent, waiver, or approval is obtained or (ii) expiration date of the then current term of any Purchased Asset, with respect 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 any 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 Asset for 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.required

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; Liabilities (or, in the event of an Alternative Transaction, the applicable Shares or other equity interests of the Company or one or more of its subsidiaries shall be transferred to Buyer or otherwise caused to be acquired by Buyer by direct purchase of such equity interests, or pursuant to the terms of one or 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 subsidiaries into any form of entity under the laws of any state). (b) Subject to and within five (5in accordance with the terms and conditions of this Agreement and without limiting the obligations of the parties, it is hereby acknowledged, confirmed and agreed by the parties that each of the parties will execute, deliver, or cause to be delivered the Non-Transferred Asset Documents upon receipt of the consents and approvals, if any, referred to in clauses 2.5(a)(i) Business Days and 2.5(a)(ii) above. Upon delivery of Buyer's written requestsuch duly executed Non-Transferred Asset Documents, Sellers will deliver a xxxx of sale and the requirements of SECTION 3.1 Article XI below shall have been be 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 , and the Purchase Price will not be affected 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 BuyerAssets.

Non-Transferred Assets. Notwithstanding (1) The parties acknowledge that it is their intention that as of the foregoing provisions Time of ARTICLE IIClosing the CTVglobemedia Television Assets will be owned by the CTVglobemedia Television Group and not by the CTVglobemedia Publishing Group. (2) If any member of the CTVglobemedia Publishing Group or the CTVglobemedia Television Group discovers after the Time of Closing that the CTVglobemedia Publishing Group has title to, or an interest in, a CTVglobemedia Television Asset (in either case, a “Non‑Transferred Asset”), CTVglobemedia Publishing shall (and subject shall cause its applicable Subsidiary to) cooperate and use commercially reasonable efforts to SECTION 6.2 and promptly transfer such title or interest to the Operating AgreementCorporation (or a Subsidiary of 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. (3) If an attempted assignment of a Non-Transferred Asset would be ineffective or would impair the rights of the CTVglobemedia Television Group with respect to such Non-Transferred Asset so that the CTVglobemedia Television Group would not receive all such rights, then CTVglobemedia Publishing shall use commercially reasonable efforts to provide to, or cause to be provided to, the parties agree thatCTVglobemedia Television Group, to the extent that as of the Closing (i) certain of the Acquired Assets cannot be transferred permitted by law, rights related 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 Asset and take such other actions as are subject may reasonably be requested by the Corporation in order 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 requestplace it, Sellers will deliver a xxxx of sale and insofar as reasonably possible, in the requirements of SECTION 3.1 below shall have been deemed to be satisfied same position as if such Non-Transferred Assets and related Assumed Liabilities Asset had otherwise been transferred as contemplated hereby. In connection therewith, (i) the member of the CTVglobemedia Publishing Group with title to and assumed by Buyer at or an interest in such asset shall promptly pass along to the Closing. With member of the CTVglobemedia Television Group entitled to such asset when received all benefits derived 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 Asset, and (ii) the member of the CTVglobemedia Television Group entitled to such asset shall be transferred pay, perform and discharge on behalf of such member of the CTVglobemedia Publishing Group all of the obligations with respect 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 any such Non-Transferred Assets had otherwise been 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 member of the CTVglobemedia Television Group entitled to Buyer at such asset, the Closing. In addition, Corporation and CTVglobemedia Publishing shall take appropriate steps to effect the transfer of such 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 BuyerAsset.

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.