Common use of Post-Closing Transfers Clause in Contracts

Post-Closing Transfers. Following the Closing, and for a period of three (3) months thereafter, the parties shall cooperate with each other to identify any assets that were not designated as part of the Acquired Assets at the Closing, but which relate primarily to the acquired business and should have been transferred to the Buyer (the “Nontransferred Assets”). To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the Buyer, promptly take all actions to transfer such Nontransferred Assets to the Buyer. In the event the Seller is required to obtain the consent or approval of any person or entity prior to the transfer of any Nontransferred Asset, then the Seller shall, at its own expense, use its commercially reasonable efforts to promptly obtain such approval or consent, and upon obtaining such approval or consent, shall promptly transfer such Nontransferred Asset to the Buyer; provided, however, that in no event will Seller be required to pay third parties to obtain consents. In the event the Seller is unable to obtain such approval or consent, then the Seller and the Buyer shall discuss in good faith an appropriate resolution for the disposition of such Nontransferred Asset.

Post-Closing Transfers. Following the Closing, and for a period of three (3) months thereafter, the parties shall cooperate with each other to identify any assets that were (i) not designated as part of the Acquired Assets at the Closing, Closing but which relate primarily are necessary to conduct the Acquired Business as currently being conducted by the Seller and (ii) which were not listed by the Seller as exceptions to the acquired business and should have been transferred to the Buyer Seller's representations in Section 2.15 (the “Nontransferred Assets”"NONTRANSFERRED ASSETS"). To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the BuyerPurchaser, promptly take all actions to transfer such Nontransferred Assets to the BuyerPurchaser. In the event the Seller is required to obtain the consent or approval of any person or entity Person prior to the transfer of any Nontransferred Asset, then the Seller shall, at its own expense, use its commercially reasonable efforts to promptly obtain such approval or consent, and upon obtaining such approval or consent, shall promptly transfer such Nontransferred Asset to the Buyer; provided, however, that in no event will Seller be required to pay third parties to obtain consentsPurchaser. In the event the Seller is unable to obtain such approval or consent, then the Seller and the Buyer Purchaser shall discuss in good faith an appropriate resolution for the disposition transfer of the economic benefit of such Nontransferred AssetAsset to the Purchaser.

Post-Closing Transfers. Following the Closing: (i) the Purchaser shall deliver the Parent Common Stock to the Seller within five (5) days, and for a period of three (3ii) months thereafter, the parties shall cooperate with each other to identify any assets that were not designated as part of the Acquired Assets at the Closing, Closing but which relate primarily are necessary to conduct the acquired business and should have been transferred to Acquired Business as currently being conducted by the Buyer Seller (the “Nontransferred Assets”). To the extent any Nontransferred Assets are identified and the Seller is legally and contractually permitted to transfer such assets, the Seller shall, at no cost to the BuyerPurchaser, promptly take all actions to transfer such Nontransferred Assets to the BuyerPurchaser. In the event the Seller is required to obtain the consent or approval of any person or entity Person prior to the transfer of any Nontransferred Asset, then the Seller shall, at its own expense, use its commercially reasonable efforts to promptly obtain such approval or consent, and upon obtaining such approval or consent, shall promptly transfer such Nontransferred Asset to the Buyer; provided, however, that in no event will Seller be required to pay third parties to obtain consentsPurchaser. In the event the Seller is unable to obtain such approval or consent, then the Seller and the Buyer Purchaser shall discuss in good faith an appropriate resolution for the disposition transfer of the economic benefit of such Nontransferred AssetAsset to the Purchaser.