Common use of Post-Closing Treatment of Certain Non-Assignable Assets and Liabilities Clause in Contracts

Post-Closing Treatment of Certain Non-Assignable Assets and Liabilities. Notwithstanding anything to the contrary contained in this Agreement or any Reorganization Agreement, to the extent permitted by applicable Law and Contract, in the event that (i) any applicable approval, consent or waiver to the contribution, dividend, assignment, transfer, conveyance or delivery of any Non-Assignable Asset cannot be obtained prior to the Closing or (ii) in the case of any Xxxxxx Contracts, such Xxxxxx is not an Eligible Xxxxxx at the Closing, (A)(1) in the case of any Xxxxxx Contracts, (x) Seller and its Subsidiaries shall provide the services with respect thereto as expressly provided in Section 7.3 or the Transition Services Agreement for the time periods contemplated thereby and (y) the Companies and Buyer shall be responsible for all Liabilities with respect thereto that would be considered Assumed Liabilities if the Xxxxxx Contract had been assigned, including all liabilities arising under such Xxxxxx Contract after the Closing and (2) in the case of all other Business Non-Assignable Assets, the applicable Asset Transferor shall hold, or cause to be held, such Business Non-Assignable Asset, as of and from the Closing, in trust for the applicable Company (and Seller shall cause such applicable Asset Transferor to do so) and the covenants and Liabilities (except for any Excluded Liabilities) thereunder shall be performed by the applicable Company (and Buyer shall cause such applicable Company to do so) in the applicable Asset Transferor’s name and all benefits and Liabilities (except for Excluded Liabilities) existing thereunder shall be for the applicable Company (in each case solely to the extent they would otherwise be Contributed Assets and Assumed Liabilities and Seller shall cause the Asset Transferors to take, at Buyer’s cost and expense (except to the extent Seller is liable therefor under this Agreement), such commercially reasonable actions in its name or otherwise as Buyer may reasonably request so as to provide the applicable Company with the benefits of the Business Non-Assignable Assets, to effect the collection of money or other consideration that becomes due and payable under the Business Non-Assignable Assets and to enforce for the benefit of the applicable Company and at the expense of such Company, any and all rights against a Third Party arising under such Business Non-Assignable Asset (“Third Party Rights”), and Seller shall cause the Asset Transferors to promptly pay, or cause to be paid, to such Company all money or other consideration received by the Asset Transferors in respect of all Business Non-Assignable Assets. In the case of a Remainco Non-Assignable Asset, unless otherwise determined by Seller, to the extent permitted by applicable Law or Contract, Buyer shall cause the applicable Company to hold, or cause to be held, such Remainco Non-Assignable Asset, as of and from the Closing, in trust for Seller or its applicable Affiliate and the covenants and Liabilities (except for any Assumed Liabilities) thereunder shall be performed by Seller or its applicable Affiliate (and Seller shall, and shall cause such applicable Affiliate to, do so) in the applicable Company’s name and all benefits and Liabilities (except for any Assumed Liabilities) existing thereunder shall be for Seller or its applicable Affiliate (in each case solely to the extent they would otherwise be Excluded Assets or Excluded Liabilities). Following the Closing, to the extent permitted by applicable Law and Contract, Buyer shall cause the applicable Company to take, at Seller’s cost and expense (except to the extent Buyer is liable therefor under this Agreement), such commercially reasonable actions in its name or otherwise as Seller may reasonably request so as to provide Seller or its applicable Affiliate with the benefits of the Remainco Non-Assignable Assets, to effect the collection of money or other consideration that becomes due and payable under the Remainco Non-Assignable Assets and to enforce for the benefit of Seller or its applicable Affiliate and at the expense of Seller, any and all rights against a Third Party arising under such Remainco Non-Assignable Asset, and Buyer shall cause the Companies to promptly pay, or cause to be paid, to Seller or such of its Affiliates all money or other consideration received by the Company in respect of all Remainco Non-Assignable Assets, net of any Tax incurred in connection with the receipt of such money (or other consideration) or required to be withheld on payment.

Post-Closing Treatment of Certain Non-Assignable Assets and Liabilities. Notwithstanding anything to the contrary contained in this Agreement or any Reorganization Agreement, to the extent permitted by applicable Law and Contract, in the event that (i) any applicable approval, consent or waiver to the contribution, dividend, assignment, transfer, conveyance or delivery of any Non-Assignable Asset cannot be obtained prior to the Closing or (ii) in closing of the case of any Xxxxxx Contractstransactions by which the Reorganization, such Xxxxxx is not an Eligible Xxxxxx at the Closingon a whole, shall be finally effected, (A)(1i) in the case of any Xxxxxx Contracts, (x) Seller and its Subsidiaries shall provide the services with respect thereto as expressly provided in Section 7.3 or the Transition Services Agreement for the time periods contemplated thereby and (y) the Companies and Buyer shall be responsible for all Liabilities with respect thereto that would be considered Assumed Liabilities if the Xxxxxx Contract had been assigned, including all liabilities arising under such Xxxxxx Contract after the Closing and (2) in the case of all other Business Non-Assignable Assets, the applicable Asset Transferor shall hold, or cause to be held, such Business Non-Assignable Asset, as of and from the Closing, in trust for the applicable Acquired Company (and Seller shall cause such applicable Asset Transferor to do so) and the covenants and Liabilities (except for any Excluded Liabilities) thereunder shall be performed by the applicable Acquired Company (and Buyer shall cause such applicable Acquired Company to do so) in the applicable Asset Transferor’s name and all benefits and Liabilities (except for Excluded Liabilities) existing thereunder shall be for the applicable Acquired Company (in each case solely to the extent they would otherwise be Contributed Assets benefits and Assumed Liabilities (except for Excluded Liabilities) of the Acquired Company hereunder). To the extent permitted by applicable Law and Contract, Seller shall cause the Asset Transferors to take, at Buyer’s cost and expense (except to the extent Seller is liable therefor under this Agreement), such commercially reasonable actions in its name or otherwise as Buyer may reasonably request so as to provide the applicable Acquired Company with the benefits of the Business Non-Assignable Assets, to effect the collection of money or other consideration that becomes due and payable under the Business Non-Assignable Assets and to enforce for the benefit of the applicable Acquired Company and at the expense of such Acquired Company, any and all rights against a Third Party arising under such Business Non-Assignable Asset (“Third Third-Party Rights”), and Seller shall cause the Asset Transferors to promptly pay, or cause to be paid, to such Acquired Company all money or other consideration received by the Asset Transferors in respect of all Business Non-Assignable Assets. In the case of a Remainco Non-Assignable Asset, unless otherwise determined by Seller, to the extent permitted by applicable Law or Contract, Buyer shall cause the applicable Acquired Company to hold, or cause to be held, such Remainco Non-Assignable Asset, as of and from the Closing, in trust for Seller or its applicable Affiliate and the covenants and Liabilities (except for any Assumed Liabilities) thereunder shall be performed by Seller or its applicable Affiliate (and Seller shall, and shall cause such applicable Affiliate to, do so) in the applicable Acquired Company’s name and all benefits and Liabilities (except for any Assumed Liabilities) existing thereunder shall be for Seller or its applicable Affiliate (in each case solely to the extent they would otherwise be Excluded Assets benefits and Liabilities (except for any Assumed Liabilities) of Seller or Excluded Liabilitiesits applicable Affiliate hereunder). Following the Closing, to the extent permitted by applicable Law and Contract, Buyer shall cause the applicable Acquired Company to take, at Seller’s cost and expense (except to the extent Buyer is liable therefor under this Agreement), such commercially reasonable actions in its name or otherwise as Seller may reasonably request so as to provide Seller or its applicable Affiliate with the benefits of the Remainco Non-Assignable Assets, to effect the collection of money or other consideration that becomes due and payable under the Remainco Non-Assignable Assets and to enforce for the benefit of Seller or its applicable Affiliate and at the expense of SellerSeller or such applicable Affiliate, any and all rights against a Third Party arising under such Remainco Non-Assignable Asset, and Buyer shall cause the Acquired Companies to promptly pay, or cause to be paid, to Seller or such of its Affiliates all money or other consideration received by the Acquired Company in respect of all Remainco Non-Assignable Assets, net of any Tax incurred in connection with the receipt of such money (or other consideration) or required to be withheld on payment.

Post-Closing Treatment of Certain Non-Assignable Assets and Liabilities. Notwithstanding anything to the contrary contained in this Agreement or any Reorganization Agreement, to the extent permitted by applicable Requirements of Law and Contract, in the event that (i) any applicable approval, consent or waiver to the contribution, dividend, assignment, transfer, conveyance or delivery of any Non-Assignable Asset canis not be obtained prior to the Closing closing of the transactions by which the Reorganization, on a whole, shall be finally effected, Parent or (ii) in the case of any Xxxxxx Contracts, such Xxxxxx is not an Eligible Xxxxxx at the Closing, (A)(1) in the case of any Xxxxxx Contracts, (x) Seller and its Subsidiaries shall provide the services with respect thereto as expressly provided in Section 7.3 or the Transition Services Agreement for the time periods contemplated thereby and (y) the Companies and Buyer shall be responsible for all Liabilities with respect thereto that would be considered Assumed Liabilities if the Xxxxxx Contract had been assigned, including all liabilities arising under such Xxxxxx Contract after the Closing and (2) in the case of all other Business Non-Assignable Assets, the applicable Asset Transferor shall hold, or cause to be held, such Business Non-Assignable Asset, as of and from the Closing, in trust for the applicable Group Company (and Seller shall cause such applicable Asset Transferor to do so) and the covenants and Liabilities (except for any Excluded Liabilities) thereunder shall be performed by the applicable Group Company (and Buyer shall cause such applicable Group Company to do so) in the applicable Asset Transferor’s Parent or one of its Subsidiaries’ name (as applicable) and all benefits and Liabilities (except for Excluded Liabilities) existing thereunder shall be for the applicable Group Company (in each case solely to except for Excluded Liabilities) of the extent they would otherwise be Contributed Assets Group Companies hereunder and Assumed Liabilities and Seller (ii) Parent shall or, shall cause the Asset Transferors to takeits Subsidiaries to, at Buyer’s cost and expense (except to the extent Seller Parent is liable therefor under this Agreement), exercise such commercially reasonable actions in its name or otherwise as Buyer may reasonably request so as to provide the applicable Group Company with the benefits of the Business Non-Assignable Assets, to effect the collection of money or other consideration that becomes due and payable under the Business Non-Assignable Assets and to enforce for the benefit of the applicable Group Company and at the expense of such Group Company, any and all rights against a Third Party third party arising under such Business Non-Assignable Asset (“Third Party Rights”)Asset, and Seller Parent shall and, shall cause the Asset Transferors its Subsidiaries to promptly pay, or cause to be paid, to such Group Company all money or other consideration received by the Asset Transferors it or its Subsidiaries in respect of all Business Non-Assignable Assets. In the case of a Remainco Non-Assignable Asset, unless otherwise determined by Seller, to the extent permitted by applicable Law or Contract, Buyer shall cause the applicable Company to hold, or cause to be held, such Remainco Non-Assignable Asset, as of and from the Closing, in trust for Seller or its applicable Affiliate and the covenants and Liabilities (except for any Assumed Liabilities) thereunder shall be performed by Seller or its applicable Affiliate (and Seller shall, and shall cause such applicable Affiliate to, do so) in the applicable Company’s name and all benefits and Liabilities (except for any Assumed Liabilities) existing thereunder shall be for Seller or its applicable Affiliate (in each case solely to the extent they would otherwise be Excluded Assets or Excluded Liabilities). Following the Closing, to the extent permitted by applicable Law and Contract, Buyer shall cause the applicable Company to take, at Seller’s cost and expense (except to the extent Buyer is liable therefor under this Agreement), such commercially reasonable actions in its name or otherwise as Seller may reasonably request so as to provide Seller or its applicable Affiliate with the benefits of the Remainco Non-Assignable Assets, to effect the collection of money or other consideration that becomes due and payable under the Remainco Non-Assignable Assets and to enforce for the benefit of Seller or its applicable Affiliate and at the expense of Seller, any and all rights against a Third Party arising under such Remainco Non-Assignable Asset, and Buyer shall cause the Companies to promptly pay, or cause to be paid, to Seller or such of its Affiliates all money or other consideration received by the Company in respect of all Remainco Non-Assignable Assets, net of any Tax incurred in connection with the receipt of such money (or other consideration) or required to be withheld on payment.