Common use of Pre-Closing Transfers Clause in Contracts

Pre-Closing Transfers. (a) Following the date hereof, Contributor shall use commercially reasonable efforts to cause the Pre-Closing Transfers to occur on or prior to the Closing pursuant to the Assignment and Assumption Agreement in the form attached hereto as Exhibit B. (b) Following the date hereof, Contributor shall cause the Administrative Services Agreement to be amended to remove the Midstream Entities as members of the “Partnership Group” (as defined in the Administrative Services Agreement) as of the Closing. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, novate or transfer any asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment, novation or transfer thereof, without the consent of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the Midstream Entities, the Acquirer Parties or Contributor (as applicable) thereto or thereunder. Contributor will prior to or after the Closing, use its commercially reasonable efforts to obtain any consent necessary for the assignment, novation or transfer of any such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom to an Acquirer Party. If prior to the Closing Date any such consent has not been obtained, or if an attempted assignment, novation or transfer thereof would be ineffective or would adversely affect the rights of the Midstream Entities or the Acquirer Parties so that the Midstream Entities or the Acquirer Parties would not in fact receive all such rights, Contributor and Acquirer will cooperate in a mutually agreeable arrangement for a period not to exceed one year under which Acquirer would obtain the benefits and assume the obligations and bear the economic burdens associated with, such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Acquirer, or under which Contributor would enforce for the benefit of Acquirer any and all of their rights against a third party associated with such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, “Third Party Rights”), and Contributor would promptly pay to Acquirer when received all monies received by them under any such Third Party Rights. (d) On or prior to January 15, 2014, Contributor shall deliver to Acquirer a schedule setting forth the assets and liabilities to be transferred in connection with the Pre-Closing Transfers (the “Pre-Closing Transfer Schedule”), which Pre-Closing Transfer Schedule may be updated by Contributor prior to Closing with the prior written consent of Acquirer, which consent shall not be unreasonably withheld (it being understood that no such consent shall be required for assets and liabilities acquired or incurred after the date hereof in compliance with Section 5.2).

Pre-Closing Transfers. On or prior to the Closing, Leucadia and the Seller shall cause the Company and the Retained Subsidiaries to transfer to one or more entities directly or indirectly wholly owned by Leucadia (aother than the Company or the Retained Subsidiaries) Following (the date "Transferee") all of the right, title and interest of the Company and the Retained Subsidiaries in and to the Excluded Assets. Such transfer shall be on an "as is, where is" basis, and the Company and the Retained Subsidiaries will make no representations or warranties, either express or implied, to the Transferee with respect to the Excluded Assets and the Transferee will have no recourse against the Company and the Retained Subsidiaries with respect to the Excluded Assets or the Excluded Liabilities. In addition, Leucadia and the Seller shall cause the Transferee to assume and to pay, perform, settle and discharge when due all obligations with respect to the Excluded Liabilities. Furthermore, to the extent that any of the Excluded Assets or the Excluded Liabilities require the Company and the Retained Subsidiaries to perform obligations thereunder (including any guarantees), Leucadia and the Seller shall, prior to the Closing, obtain from the other parties thereto the written unconditional release of the Company and the Retained Subsidiaries from all obligations (including any guarantees) and liabilities under such contracts and provide any required notices to any Person or shall otherwise indemnify the Buyer and Level 3 with respect thereto without limitation pursuant to the provisions of Section 9.3(b)(ii) and (iii) hereof. In connection with obtaining the release of the Company and the Retained Subsidiaries from the Company's Credit Documents, Contributor the Company may borrow funds from Leucadia or an Affiliate of Leucadia and, subject to Section 7.15(a), such inter-company loans will be repaid by the Company at or prior to the Closing. For purposes of this Agreement, such transfer of the Excluded Assets and assumption of the Excluded Liabilities and release or indemnification of the Company's and the Retained Subsidiaries' obligations thereunder (including any guarantees) are collectively referred to as the "Pre-Closing Transfers." Notwithstanding the foregoing, prior to transferring the capital stock, membership units or other ownership interests of the Transferred Subsidiaries to the Transferee, Leucadia and the Seller shall use commercially reasonable efforts cause the Company and the Retained Subsidiaries to cause transfer to the Company or a Retained Subsidiary all of the right, title and interests of the Transferred Subsidiaries in and to any of the assets and rights primarily used in the Businesses. Leucadia and the Seller shall assume full liability for any and all Taxes that result from the Pre-Closing Transfers to occur on or prior to the Closing pursuant to the Assignment and Assumption Agreement extent in excess of any Tax (except liability for any Income Tax) reflected in the form attached hereto as Exhibit B. (b) Following the date hereof, Contributor shall cause the Administrative Services Agreement to be amended to remove the Midstream Entities as members determination of the “Partnership Group” (as defined in the Administrative Services Agreement) as of the ClosingActual Adjusted Net Working Capital. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, novate or transfer any asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment, novation or transfer thereof, without the consent of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the Midstream Entities, the Acquirer Parties or Contributor (as applicable) thereto or thereunder. Contributor will prior to or after the Closing, use its commercially reasonable efforts to obtain any consent necessary for the assignment, novation or transfer of any such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom to an Acquirer Party. If prior to the Closing Date any such consent has not been obtained, or if an attempted assignment, novation or transfer thereof would be ineffective or would adversely affect the rights of the Midstream Entities or the Acquirer Parties so that the Midstream Entities or the Acquirer Parties would not in fact receive all such rights, Contributor and Acquirer will cooperate in a mutually agreeable arrangement for a period not to exceed one year under which Acquirer would obtain the benefits and assume the obligations and bear the economic burdens associated with, such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Acquirer, or under which Contributor would enforce for the benefit of Acquirer any and all of their rights against a third party associated with such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, “Third Party Rights”), and Contributor would promptly pay to Acquirer when received all monies received by them under any such Third Party Rights. (d) On or prior to January 15, 2014, Contributor shall deliver to Acquirer a schedule setting forth the assets and liabilities to be transferred in connection with the Pre-Closing Transfers (the “Pre-Closing Transfer Schedule”), which Pre-Closing Transfer Schedule may be updated by Contributor prior to Closing with the prior written consent of Acquirer, which consent shall not be unreasonably withheld (it being understood that no such consent shall be required for assets and liabilities acquired or incurred after the date hereof in compliance with Section 5.2).

Pre-Closing Transfers. (a) Following Prior to the date hereofClosing, Contributor Seller shall, and shall use commercially reasonable efforts cause its Affiliates to, take all steps necessary to cause effect and carry out the transactions described on Schedule III (such transactions, the “Pre-Closing Transfers Transfers”). Without limiting Seller’s obligations with respect to occur Indemnified Taxes, each of the parties understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, obligations, capital stock, employees or otherwise, whether from a Purchased Subsidiary to Seller or one or more of its Affiliates, or from Seller or one or more of its Affiliates to a Purchased Subsidiary, shall be made on an “as is”, “where is” basis, without representation or prior warranty of any kind and without recourse to the Closing pursuant to party making such transfer, assignment, sale or other disposition (but shall not, for the Assignment and Assumption avoidance of doubt, limit this Agreement in the form attached hereto as Exhibit B.or any other Transaction Document). (b) Following the date hereofPrior to any Pre-Closing Transfer, Contributor Seller shall cause the Administrative Services Agreement provide Buyer with drafts of all relevant documentation for Xxxxx’s review and comment. Buyer shall provide Seller any comments to be amended to remove the Midstream Entities such documentation as members of the “Partnership Group” (promptly as defined reasonably practicable. Seller shall incorporate in the Administrative Services Agreement) as of the Closinggood faith any comments provided by Xxxxx. (c) Notwithstanding Seller shall provide notice to Buyer of any other provision of this Agreement proposed modifications to the contrarySchedule III, this Agreement and Seller shall not constitute an agreement make any modifications that would be reasonably expected to assignbe adverse to Buyer or its Affiliates, novate or transfer any asset, Contract Purchased Subsidiaries or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment, novation or transfer thereofPurchased Asset, without the prior written consent of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the Midstream Entities, the Acquirer Parties or Contributor (as applicable) thereto or thereunder. Contributor will prior to or after the Closing, use its commercially reasonable efforts to obtain any consent necessary for the assignment, novation or transfer of any such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom to an Acquirer Party. If prior to the Closing Date any such consent has not been obtained, or if an attempted assignment, novation or transfer thereof would be ineffective or would adversely affect the rights of the Midstream Entities or the Acquirer Parties so that the Midstream Entities or the Acquirer Parties would not in fact receive all such rights, Contributor and Acquirer will cooperate in a mutually agreeable arrangement for a period not to exceed one year under which Acquirer would obtain the benefits and assume the obligations and bear the economic burdens associated with, such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Acquirer, or under which Contributor would enforce for the benefit of Acquirer any and all of their rights against a third party associated with such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, “Third Party Rights”), and Contributor would promptly pay to Acquirer when received all monies received by them under any such Third Party RightsBuyer. (d) On or prior Promptly following the assignment of Registered Business Intellectual Property Rights to January 15, 2014, Contributor shall deliver to Acquirer a schedule setting forth the assets and liabilities to be transferred in connection with Purchased Subsidiaries as part of the Pre-Closing Transfers (Transfers, if any, Seller shall, and shall cause its applicable Subsidiaries to, file at the “Pre-Closing Transfer Schedule”)expense of Seller and its applicable Subsidiaries such assignments and other documents, which Pre-Closing Transfer Schedule may be updated and take such other actions, in each case as are necessary to effectuate or perfect such assignments under Applicable Law and to otherwise update record title to such Registered Business Intellectual Property Rights to reflect their ownership by Contributor prior to Closing with the prior written consent of Acquirer, which consent shall not be unreasonably withheld (it being understood that no such consent shall be required for assets and liabilities acquired or incurred after the date hereof in compliance with Section 5.2)applicable Purchased Subsidiaries.

Pre-Closing Transfers. On or prior to the Closing, Leucadia and the Seller shall cause the Company and the Retained Subsidiaries to transfer to one or more entities directly or indirectly wholly owned by Leucadia (aother than the Company or the Retained Subsidiaries) Following (the date “Transferee”) all of the right, title and interest of the Company and the Retained Subsidiaries in and to the Excluded Assets. Such transfer shall be on an “as is, where is” basis, and the Company and the Retained Subsidiaries will make no representations or warranties, either express or implied, to the Transferee with respect to the Excluded Assets and the Transferee will have no recourse against the Company and the Retained Subsidiaries with respect to the Excluded Assets or the Excluded Liabilities. In addition, Leucadia and the Seller shall cause the Transferee to assume and to pay, perform, settle and discharge when due all obligations with respect to the Excluded Liabilities. Furthermore, to the extent that any of the Excluded Assets or the Excluded Liabilities require the Company and the Retained Subsidiaries to perform obligations thereunder (including any guarantees), Leucadia and the Seller shall, prior to the Closing, obtain from the other parties thereto the written unconditional release of the Company and the Retained Subsidiaries from all obligations (including any guarantees) and liabilities under such contracts and provide any required notices to any Person or shall otherwise indemnify the Buyer and Level 3 with respect thereto without limitation pursuant to the provisions of Section 9.3(b)(ii) and (iii) hereof. In connection with obtaining the release of the Company and the Retained Subsidiaries from the Company’s Credit Documents, Contributor the Company may borrow funds from Leucadia or an Affiliate of Leucadia and, subject to Section 7.15(a), such inter-company loans will be repaid by the Company at or prior to the Closing. For purposes of this Agreement, such transfer of the Excluded Assets and assumption of the Excluded Liabilities and release or indemnification of the Company’s and the Retained Subsidiaries’ obligations thereunder (including any guarantees) are collectively referred to as the “Pre-Closing Transfers.” Notwithstanding the foregoing, prior to transferring the capital stock, membership units or other ownership interests of the Transferred Subsidiaries to the Transferee, Leucadia and the Seller shall use commercially reasonable efforts cause the Company and the Retained Subsidiaries to cause transfer to the Company or a Retained Subsidiary all of the right, title and interests of the Transferred Subsidiaries in and to any of the assets and rights primarily used in the Businesses. Leucadia and the Seller shall assume full liability for any and all Taxes that result from the Pre-Closing Transfers to occur on or prior to the Closing pursuant to the Assignment and Assumption Agreement extent in excess of any Tax (except liability for any Income Tax) reflected in the form attached hereto as Exhibit B. (b) Following the date hereof, Contributor shall cause the Administrative Services Agreement to be amended to remove the Midstream Entities as members determination of the “Partnership Group” (as defined in the Administrative Services Agreement) as of the ClosingActual Adjusted Net Working Capital. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, novate or transfer any asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment, novation or transfer thereof, without the consent of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the Midstream Entities, the Acquirer Parties or Contributor (as applicable) thereto or thereunder. Contributor will prior to or after the Closing, use its commercially reasonable efforts to obtain any consent necessary for the assignment, novation or transfer of any such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom to an Acquirer Party. If prior to the Closing Date any such consent has not been obtained, or if an attempted assignment, novation or transfer thereof would be ineffective or would adversely affect the rights of the Midstream Entities or the Acquirer Parties so that the Midstream Entities or the Acquirer Parties would not in fact receive all such rights, Contributor and Acquirer will cooperate in a mutually agreeable arrangement for a period not to exceed one year under which Acquirer would obtain the benefits and assume the obligations and bear the economic burdens associated with, such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Acquirer, or under which Contributor would enforce for the benefit of Acquirer any and all of their rights against a third party associated with such asset, Contract or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, “Third Party Rights”), and Contributor would promptly pay to Acquirer when received all monies received by them under any such Third Party Rights. (d) On or prior to January 15, 2014, Contributor shall deliver to Acquirer a schedule setting forth the assets and liabilities to be transferred in connection with the Pre-Closing Transfers (the “Pre-Closing Transfer Schedule”), which Pre-Closing Transfer Schedule may be updated by Contributor prior to Closing with the prior written consent of Acquirer, which consent shall not be unreasonably withheld (it being understood that no such consent shall be required for assets and liabilities acquired or incurred after the date hereof in compliance with Section 5.2).