Common use of Procedures for Assets Not Transferrable Clause in Contracts

Procedures for Assets Not Transferrable. (a) If the condition --------------------------------------- set forth in Section 7.1(b) shall not have been satisfied because Seller or Purchaser shall not have procured or completed, as the case may be, all approvals, consents, clearances, waivers and actions listed on Schedule 7.1, but ------------ all of the other conditions to the obligations of Seller and Purchaser under this Agreement to consummate the transactions contemplated hereby shall have been satisfied or waived, Seller and Purchaser shall proceed with the Closing in respect of all jurisdictions in which such approvals, consents, clearances, waivers and actions shall have been procured or completed, as the case may be (or are not applicable), and the provisions of this Section 2.4 shall apply in respect of all other jurisdictions (collectively, the "Deferred Conveyance Jurisdictions"). Without limiting the generality or effect of the foregoing, (i) Purchaser shall deliver to Seller, at the Closing, the full amount of the Closing Payment Amount due to Seller under Section 3.1 and (ii) Purchaser shall deliver to Seller, when due, the full amount of the Deferred Payment Amount due to Seller under Section 3.1, including the portion thereof attributable to any Purchased Assets that are subject to a Deferred Conveyance (as hereinafter defined). (b) The transfer contemplated by Section 2.1 of the Purchased Assets situated in, or primarily relating to the portion of the Business conducted in (each such portion of the Business being a "Deferred Business Component"), any Deferred Conveyance Jurisdiction will not be consummated on the Closing Date, but will instead be deferred (each such deferred transfer being a "Deferred Conveyance") until the second business day following the procurement or completion, as the case may be, of all approvals, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable thereto. Purchaser will, ------------ and will cause the Purchasing Subsidiaries to, use commercially reasonable efforts (and Seller and the Assigning Subsidiaries will cooperate and assist in such efforts) to cause all approvals, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable to the consummation of any Deferred ------------ Conveyance to be procured and completed, as the case may be, as promptly as practicable following the Closing. The existence of one or more Deferred Conveyances shall not affect any of the actions of the parties to be taken at the Closing or their respective obligations under this Agreement, except as otherwise specifically provided in this Section 2.4. (c) To the maximum extent permissible under applicable Law, the economic interest in any Deferred Business Component shall be deemed to have transferred from Seller or the applicable Assigning Subsidiary to Purchaser or the applicable Purchasing Subsidiary, effective as of the Closing Date. During the period between the Closing Date and consummation of the Deferred Conveyance of the Purchased Assets related to any Deferred Business Component pursuant to Section 2.4(b) (the "Interim Period"), Seller shall, or shall cause the applicable Assigning Subsidiary to, hold the Purchased Assets subject to such Deferred Conveyance and manage and operate such Deferred Business Component in the manner herein provided (such actions being "Deferred Operations Services"), with all gains, income, expenses, profits and losses generated thereby during such Interim Period being for the account of Purchaser or the applicable Purchasing Subsidiary. Promptly following the conclusion of each Interim Period, Seller and Purchaser shall jointly prepare and agree upon an accounting with respect to the gains, income, expenses, profits and losses generated by the applicable Deferred Business Component and shall effect a cash settlement of all amounts due and payable in respect thereof (it being understood that Purchaser shall receive appropriate credit for the Transition Services Fee, the Space Sharing Fee and the employee-related expenses borne by Purchaser or any Purchasing Subsidiary pursuant to Sections 6.6.1(e) and 8.2(c) insofar as the foregoing relate to the applicable Deferred Business Component). To the maximum extent permissible under applicable Law, Purchaser shall direct the operation of each Deferred Business Component during the applicable Interim Period. In all other respects Seller shall, and shall cause each applicable Assigning Subsidiary to, continue to operate each Deferred Business Component in the geographic areas in which it was operated prior to the Closing in the ordinary course of business, consistent with past practice, and otherwise at the direction of Purchaser. Purchaser and the Purchasing Subsidiaries shall cooperate fully with Seller and the Assigning Subsidiaries in connection with their performance of the Deferred Operations Services, and shall provide to Seller and the Assigning Subsidiaries, without charge, such technical or other assistance and resources as Seller may reasonably request in connection therewith. (d) Except to the extent otherwise provided under applicable Law, the occurrence of the Closing shall not affect the employment status of any Dedicated Employee in any Deferred Conveyance Jurisdiction until such time as the related Deferred Conveyance shall have been consummated.

Procedures for Assets Not Transferrable. (a) If Notwithstanding anything to the condition --------------------------------------- set forth contrary contained in this Agreement, if any asset, property, right or contract intended to be included in the Transferred Assets (other than with respect to the Assigned Lease, which is addressed in Section 7.1(b5.12) shall is not have been satisfied because Seller assignable, transferable or able to be subleased or licensed (as applicable) (each a “Non-Assignable Asset”) to Purchaser shall not have procured without the consent or completedwaiver of any Person (other than Seller, as the case may be, all approvals, consents, clearances, waivers and actions listed on Schedule 7.1, but ------------ all Purchaser or any of the other conditions to the obligations of Seller and Purchaser under this Agreement to consummate the transactions contemplated hereby shall have been satisfied their respective Affiliates or waived, Seller and Purchaser shall proceed with the Closing in respect of all jurisdictions in which such approvals, consents, clearances, waivers and actions shall have been procured or completed, as the case may be (or are not applicableGovernmental Authority), and the provisions of this Section 2.4 shall apply in respect of all other jurisdictions (collectively, the "Deferred Conveyance Jurisdictions"). Without limiting the generality such consent or effect of the foregoing, (i) Purchaser shall deliver waiver has not been obtained on or prior to Seller, at the Closing, the full amount of the Closing Payment Amount due to Seller under Section 3.1 and (ii) Purchaser shall deliver to Seller, when due, the full amount of the Deferred Payment Amount due to Seller under Section 3.1, including the portion thereof attributable to any Purchased Assets that are subject to a Deferred Conveyance (as hereinafter defined). (b) The transfer contemplated by Section 2.1 of the Purchased Assets situated in, or primarily relating to the portion of the Business conducted in (each such portion of the Business being a "Deferred Business Component"), any Deferred Conveyance Jurisdiction will not be consummated on the Closing Date, but this Agreement and the other Transaction Agreements shall not constitute an assignment, transfer, sublease or license (as applicable) thereof unless and until such consent is obtained; provided, that this Section 2.03(a) shall not affect whether any such asset, property, right or contract will instead be deferred (deemed a “Transferred Asset” or “Assigned Contract” under this Agreement. In each such deferred transfer being a "Deferred Conveyance") until the second business day following the procurement or completioncase, as the case may beSeller shall, of all approvals, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable thereto. Purchaser will, ------------ and will shall cause the Purchasing Subsidiaries its Affiliates to, use commercially reasonable efforts (and Seller and the Assigning Subsidiaries will cooperate and assist in such efforts) to cause all approvalsobtain, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable prior to the consummation of Closing, any Deferred ------------ Conveyance to be procured and completed, as the case may be, as promptly as practicable following the Closing. The existence of one consent or more Deferred Conveyances shall not affect waiver from any of the actions of the parties to be taken at the Closing or their respective obligations under this Agreement, except as otherwise specifically provided in this Section 2.4. third party (cother than a Governmental Authority) To the maximum extent permissible under applicable Law, the economic interest in any Deferred Business Component shall be deemed to have transferred from that is required for Seller or its applicable Affiliates to sell, transfer, assign, convey and deliver the applicable Assigning Subsidiary Transferred Assets and Assigned Contracts to Purchaser or to provide the applicable Purchasing Subsidiary, effective as of services to be provided under the Closing DateTransition Services Agreement. During the period between the Closing Date and consummation of the Deferred Conveyance of the Purchased Assets related to any Deferred Business Component pursuant to Section 2.4(b) (the "Interim Period"), Seller Purchaser shall, or and shall cause the applicable Assigning Subsidiary each of its Affiliates to, hold the Purchased Assets subject cooperate with Seller and its Affiliates at Seller’s request to assist Seller and its Affiliates in obtaining such Deferred Conveyance and manage and operate such Deferred Business Component in the manner herein provided (such actions being "Deferred Operations Services"), with all gains, income, expenses, profits and losses generated thereby during such Interim Period being for the account consents or waivers. Each of Purchaser or the applicable Purchasing Subsidiary. Promptly following the conclusion of each Interim Period, Seller and Purchaser shall jointly prepare bear its own and agree upon an accounting with respect its Affiliates’ internal costs to obtain such consents and waivers, and the costs payable to third parties for obtaining such consents and waivers (which, for the avoidance of doubt, shall not include any increased fees under the terms of any Assigned Contract from and after the Closing) shall be borne equally by Seller and Purchaser. (b) If any such consent or waiver referred to in Section 2.03(a) cannot be obtained prior to the gainsClosing, incomethen, expenses, profits and losses generated to the extent permitted by the applicable Deferred Business Component and shall effect a cash settlement of all amounts due and payable in respect thereof (it being understood that Purchaser shall receive appropriate credit for the Transition Services Fee, the Space Sharing Fee Applicable Law and the employee-related expenses borne by Purchaser or terms of any Purchasing Subsidiary pursuant to Sections 6.6.1(e) and 8.2(c) insofar as the foregoing relate to the applicable Deferred Business Component). To the maximum extent permissible under applicable Lawrelevant contracts with third parties, Purchaser shall direct the operation of each Deferred Business Component during the applicable Interim Period. In all other respects Seller shall, and shall cause each its applicable Assigning Subsidiary Affiliates to, continue until the earlier of (i) the time at which such consent or waiver is obtained, and (ii) the expiration or termination of the term or duration of any such Non-Assignable Asset (the length of such term or duration being as it exists as of the Closing): (A) hold the Non-Assignable Assets, from and after the Closing, in trust for the benefit of Purchaser, and all benefits and obligations existing thereunder shall be for Purchaser’s account; and (B) take or cause to operate each Deferred Business Component be taken such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of such Non-Assignable Assets, to enforce (for the benefit of Purchaser or one its Affiliates and to the extent it is commercially reasonable to do so) any of Seller’s or Seller’s Affiliates’ respective rights relating to such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Asset, and shall promptly pay over to Purchaser all money or other consideration received by it in respect of such Non-Assignable Asset, provided that Purchaser shall indemnify Seller and Seller’s Affiliates for any Liabilities arising out of any action or omission by Purchaser relating to such Non-Assignable Asset (other than any such action or omission by Purchaser at the request or direction of Seller). Purchaser shall timely pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the geographic areas in which it was operated prior to name of Seller or its applicable Affiliate) all of the covenants and obligations of Seller or its applicable Affiliate incurred after the Closing with respect to such Non-Assignable Asset (including, for the avoidance of doubt, any increases in fees, costs or expenses required to be paid by Seller under the ordinary course terms thereof), provided that Seller shall indemnify Purchaser for any Liabilities arising out of business, consistent with past practice, and otherwise any action or omission by Seller relating to such Non-Assignable Asset (other than any such action or omission by Seller at the request or direction of Purchaser). Purchaser and Seller shall mutually cooperate to provide any other reasonable alternative arrangements as may be reasonably required to implement the Purchasing Subsidiaries shall cooperate fully with Seller purpose and intent of this Agreement and the Assigning Subsidiaries in connection with their performance of the Deferred Operations Services, other Transaction Agreements so that Purchaser and shall provide to Seller and the Assigning Subsidiaries, without charge, such technical or other assistance and resources as Seller may reasonably request in connection therewith. (d) Except its Affiliates will have access to the extent otherwise provided under rights and benefits contemplated by such Non-Assignable Asset from and after the Closing. Upon obtaining the requisite consent of any applicable LawPerson, the occurrence of any previously Non-Assignable Asset and any Leases that were not assigned, transferred, subleased or licensed (as applicable) at the Closing (in accordance with the first sentence of this Section 2.03(a)) shall not affect be promptly transferred, assigned, subleased or licensed (as applicable) by the employment status of any Dedicated Employee in any Deferred Conveyance Jurisdiction until such time as the related Deferred Conveyance shall have been consummatedSeller or its applicable Affiliate(s) to Purchaser for no additional consideration.

Procedures for Assets Not Transferrable. (a) If Notwithstanding anything to the condition --------------------------------------- set forth contrary contained in this Agreement, if any asset, property, right or contract intended to be included in the Transferred Assets (other than with respect to the Assigned Lease, which is addressed in Section 7.1(b5.12) shall is not have been satisfied because Seller assignable, transferable or able to be subleased or licensed (as applicable) (each a “Non-Assignable Asset”) to Purchaser shall not have procured without the consent or completedwaiver of any Person (other than Seller, as the case may be, all approvals, consents, clearances, waivers and actions listed on Schedule 7.1, but ------------ all Purchaser or any of the other conditions to the obligations of Seller and Purchaser under this Agreement to consummate the transactions contemplated hereby shall have been satisfied their respective Affiliates or waived, Seller and Purchaser shall proceed with the Closing in respect of all jurisdictions in which such approvals, consents, clearances, waivers and actions shall have been procured or completed, as the case may be (or are not applicableGovernmental Authority), and the provisions of this Section 2.4 shall apply in respect of all other jurisdictions (collectively, the "Deferred Conveyance Jurisdictions"). Without limiting the generality such consent or effect of the foregoing, (i) Purchaser shall deliver waiver has not been obtained on or prior to Seller, at the Closing, the full amount of the Closing Payment Amount due to Seller under Section 3.1 and (ii) Purchaser shall deliver to Seller, when due, the full amount of the Deferred Payment Amount due to Seller under Section 3.1, including the portion thereof attributable to any Purchased Assets that are subject to a Deferred Conveyance (as hereinafter defined). (b) The transfer contemplated by Section 2.1 of the Purchased Assets situated in, or primarily relating to the portion of the Business conducted in (each such portion of the Business being a "Deferred Business Component"), any Deferred Conveyance Jurisdiction will not be consummated on the Closing Date, but this Agreement and the other Transaction Agreements shall not constitute an assignment, transfer, sublease or license (as applicable) thereof unless and until such consent is obtained; provided , that this Section 2.03(a) shall not affect whether any such asset, property, right or contract will instead be deferred (deemed a “Transferred Asset” or “Assigned Contract” under this Agreement. In each such deferred transfer being a "Deferred Conveyance") until the second business day following the procurement or completioncase, as the case may beSeller shall, of all approvals, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable thereto. Purchaser will, ------------ and will shall cause the Purchasing Subsidiaries its Affiliates to, use commercially reasonable efforts (and Seller and the Assigning Subsidiaries will cooperate and assist in such efforts) to cause all approvalsobtain, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable prior to the consummation of Closing, any Deferred ------------ Conveyance to be procured and completed, as the case may be, as promptly as practicable following the Closing. The existence of one consent or more Deferred Conveyances shall not affect waiver from any of the actions of the parties to be taken at the Closing or their respective obligations under this Agreement, except as otherwise specifically provided in this Section 2.4. third party (cother than a Governmental Authority) To the maximum extent permissible under applicable Law, the economic interest in any Deferred Business Component shall be deemed to have transferred from that is required for Seller or its applicable Affiliates to sell, transfer, assign, convey and deliver the applicable Assigning Subsidiary Transferred Assets and Assigned Contracts to Purchaser or to provide the applicable Purchasing Subsidiary, effective as of services to be provided under the Closing DateTransition Services Agreement. During the period between the Closing Date and consummation of the Deferred Conveyance of the Purchased Assets related to any Deferred Business Component pursuant to Section 2.4(b) (the "Interim Period"), Seller Purchaser shall, or and shall cause the applicable Assigning Subsidiary each of its Affiliates to, hold the Purchased Assets subject cooperate with Seller and its Affiliates at Seller’s request to assist Seller and its Affiliates in obtaining such Deferred Conveyance and manage and operate such Deferred Business Component in the manner herein provided (such actions being "Deferred Operations Services"), with all gains, income, expenses, profits and losses generated thereby during such Interim Period being for the account consents or waivers. Each of Purchaser or the applicable Purchasing Subsidiary. Promptly following the conclusion of each Interim Period, Seller and Purchaser shall jointly prepare bear its own and agree upon an accounting with respect its Affiliates’ internal costs to obtain such consents and waivers, and the costs payable to third parties for obtaining such consents and waivers (which, for the avoidance of doubt, shall not include any increased fees under the terms of any Assigned Contract from and after the Closing) shall be borne equally by Seller and Purchaser. (b) If any such consent or waiver referred to in Section 2.03(a) cannot be obtained prior to the gainsClosing, incomethen, expenses, profits and losses generated to the extent permitted by the applicable Deferred Business Component and shall effect a cash settlement of all amounts due and payable in respect thereof (it being understood that Purchaser shall receive appropriate credit for the Transition Services Fee, the Space Sharing Fee Applicable Law and the employee-related expenses borne by Purchaser or terms of any Purchasing Subsidiary pursuant to Sections 6.6.1(e) and 8.2(c) insofar as the foregoing relate to the applicable Deferred Business Component). To the maximum extent permissible under applicable Lawrelevant contracts with third parties, Purchaser shall direct the operation of each Deferred Business Component during the applicable Interim Period. In all other respects Seller shall, and shall cause each its applicable Assigning Subsidiary Affiliates to, continue until the earlier of (i) the time at which such consent or waiver is obtained, and (ii) the expiration or termination of the term or duration of any such Non-Assignable Asset (the length of such term or duration being as it exists as of the Closing): (A) hold the Non-Assignable Assets, from and after the Closing, in trust for the benefit of Purchaser, and all benefits and obligations existing thereunder shall be for Purchaser’s account; and (B) take or cause to operate each Deferred Business Component be taken such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of such Non-Assignable Assets, to enforce (for the benefit of Purchaser or one its Affiliates and to the extent it is commercially reasonable to do so) any of Seller’s or Seller’s Affiliates’ respective rights relating to such Non-Assignable Assets and to effect the collection of money or other consideration that becomes due and payable under such Non-Assignable Asset, and shall promptly pay over to Purchaser all money or other consideration received by it in respect of such Non-Assignable Asset, provided that Purchaser shall indemnify Seller and Seller’s Affiliates for any Liabilities arising out of any action or omission by Purchaser relating to such Non-Assignable Asset (other than any such action or omission by Purchaser at the request or direction of Seller). Purchaser shall timely pay, perform or otherwise discharge (in accordance with the respective terms and subject to the respective conditions thereof, and in the geographic areas in which it was operated prior to name of Seller or its applicable Affiliate) all of the covenants and obligations of Seller or its applicable Affiliate incurred after the Closing with respect to such Non-Assignable Asset (including, for the avoidance of doubt, any increases in fees, costs or expenses required to be paid by Seller under the ordinary course terms thereof), provided that Seller shall indemnify Purchaser for any Liabilities arising out of business, consistent with past practice, and otherwise any action or omission by Seller relating to such Non-Assignable Asset (other than any such action or omission by Seller at the request or direction of Purchaser). Purchaser and Seller shall mutually cooperate to provide any other reasonable alternative arrangements as may be reasonably required to implement the Purchasing Subsidiaries shall cooperate fully with Seller purpose and intent of this Agreement and the Assigning Subsidiaries in connection with their performance of the Deferred Operations Services, other Transaction Agreements so that Purchaser and shall provide to Seller and the Assigning Subsidiaries, without charge, such technical or other assistance and resources as Seller may reasonably request in connection therewith. (d) Except its Affiliates will have access to the extent otherwise provided under rights and benefits contemplated by such Non-Assignable Asset from and after the Closing. Upon obtaining the requisite consent of any applicable LawPerson, the occurrence of any previously Non-Assignable Asset and any Leases that were not assigned, transferred, subleased or licensed (as applicable) at the Closing (in accordance with the first sentence of this Section 2.03(a) ) shall not affect be promptly transferred, assigned, subleased or licensed (as applicable) by the employment status of any Dedicated Employee in any Deferred Conveyance Jurisdiction until such time as the related Deferred Conveyance shall have been consummatedSeller or its applicable Affiliate(s) to Purchaser for no additional consideration.

Procedures for Assets Not Transferrable. (a) If Notwithstanding anything to the condition --------------------------------------- set forth contrary contained in this Agreement, if any asset, property, right or contract intended to be included in the Transferred Assets (other than with respect to the Assigned Lease, which is addressed in Section 7.1(b5.12) shall is not have been satisfied because Seller assignable, transferable or able to be subleased or licensed (as applicable) (each a “Non-Assignable Asset”) to Purchaser shall not have procured without the consent or completedwaiver of any Person (other than Seller, as the case may be, all approvals, consents, clearances, waivers and actions listed on Schedule 7.1, but ------------ all Purchaser or any of the other conditions to the obligations of Seller and Purchaser under this Agreement to consummate the transactions contemplated hereby shall have been satisfied their respective Affiliates or waived, Seller and Purchaser shall proceed with the Closing in respect of all jurisdictions in which such approvals, consents, clearances, waivers and actions shall have been procured or completed, as the case may be (or are not applicableGovernmental Authority), and the provisions of this Section 2.4 shall apply in respect of all other jurisdictions (collectively, the "Deferred Conveyance Jurisdictions"). Without limiting the generality such consent or effect of the foregoing, (i) Purchaser shall deliver waiver has not been obtained on or prior to Seller, at the Closing, the full amount of the Closing Payment Amount due to Seller under Section 3.1 and (ii) Purchaser shall deliver to Seller, when due, the full amount of the Deferred Payment Amount due to Seller under Section 3.1, including the portion thereof attributable to any Purchased Assets that are subject to a Deferred Conveyance (as hereinafter defined). (b) The transfer contemplated by Section 2.1 of the Purchased Assets situated in, or primarily relating to the portion of the Business conducted in (each such portion of the Business being a "Deferred Business Component"), any Deferred Conveyance Jurisdiction will not be consummated on the Closing Date, but this Agreement and the other Transaction Agreements shall not constitute an assignment, transfer, sublease or license (as applicable) thereof unless and until such consent is obtained; provided, that this Section 2.03(a) shall not affect whether any such asset, property, right or contract will instead be deferred (deemed a “Transferred Asset” or “Assigned Contract” under this Agreement. In each such deferred transfer being a "Deferred Conveyance") until the second business day following the procurement or completioncase, as the case may beSeller shall, of all approvals, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable thereto. Purchaser will, ------------ and will shall cause the Purchasing Subsidiaries its Affiliates to, use commercially reasonable efforts (and Seller and the Assigning Subsidiaries will cooperate and assist in such efforts) to cause all approvalsobtain, consents, clearances, waivers and actions listed on Schedule 7.1 that are applicable prior to the consummation of Closing, any Deferred ------------ Conveyance to be procured and completed, as the case may be, as promptly as practicable following the Closing. The existence of one consent or more Deferred Conveyances shall not affect waiver from any of the actions of the parties to be taken at the Closing or their respective obligations under this Agreement, except as otherwise specifically provided in this Section 2.4. third party (cother than a Governmental Authority) To the maximum extent permissible under applicable Law, the economic interest in any Deferred Business Component shall be deemed to have transferred from that is required for Seller or its applicable Affiliates to sell, transfer, assign, convey and deliver the applicable Assigning Subsidiary Transferred Assets and Assigned Contracts to Purchaser or to provide the applicable Purchasing Subsidiary, effective as of services to be provided under the Closing DateTransition Services Agreement. During the period between the Closing Date and consummation of the Deferred Conveyance of the Purchased Assets related to any Deferred Business Component pursuant to Section 2.4(b) (the "Interim Period"), Seller Purchaser shall, or and shall cause the applicable Assigning Subsidiary each of its Affiliates to, hold the Purchased Assets subject cooperate with Seller and its Affiliates at Seller’s request to assist Seller and its Affiliates in obtaining such Deferred Conveyance and manage and operate such Deferred Business Component in the manner herein provided (such actions being "Deferred Operations Services"), with all gains, income, expenses, profits and losses generated thereby during such Interim Period being for the account consents or waivers. Each of Purchaser or the applicable Purchasing Subsidiary. Promptly following the conclusion of each Interim Period, Seller and Purchaser shall jointly prepare bear its own and agree upon an accounting with respect its Affiliates’ internal costs to obtain such consents and waivers, and the costs payable to third parties for obtaining such consents and waivers (which, for the avoidance of doubt, shall not include any increased fees under the terms of any Assigned Contract from and after the Closing) shall be borne equally by Seller and Purchaser. (b) If any such consent or waiver referred to in Section 2.03(a) cannot be obtained prior to the gainsClosing, incomethen, expenses, profits and losses generated to the extent permitted by the applicable Deferred Business Component and shall effect a cash settlement of all amounts due and payable in respect thereof (it being understood that Purchaser shall receive appropriate credit for the Transition Services Fee, the Space Sharing Fee Applicable Law and the employee-related expenses borne by Purchaser or terms of any Purchasing Subsidiary pursuant to Sections 6.6.1(e) and 8.2(c) insofar as the foregoing relate to the applicable Deferred Business Component). To the maximum extent permissible under applicable Lawrelevant contracts with third parties, Purchaser shall direct the operation of each Deferred Business Component during the applicable Interim Period. In all other respects Seller shall, and shall cause each its applicable Assigning Subsidiary Affiliates to, continue to operate each Deferred Business Component in until the geographic areas in earlier of (i) the time at which it was operated prior to the Closing in the ordinary course of business, consistent with past practicesuch consent or waiver is obtained, and otherwise at (ii) the direction expiration or termination of the term or duration of any such Non-Assignable Asset (the length of such term or duration being as it exists as of the Closing): (A) hold the Non-Assignable Assets, from and after the Closing, in trust for the benefit of Purchaser. Purchaser and the Purchasing Subsidiaries shall cooperate fully with Seller and the Assigning Subsidiaries in connection with their performance of the Deferred Operations Services, and all benefits and obligations existing thereunder shall provide be for Purchaser’s account; and (B) take or cause to Seller and the Assigning Subsidiaries, without charge, be taken such technical actions in its name or other assistance and resources otherwise as Seller Purchaser may reasonably request in connection therewith. so as to provide Purchaser with the benefits of such Non-Assignable Assets, to enforce (d) Except for the benefit of Purchaser or one its Affiliates and to the extent otherwise provided under applicable Law, it is commercially reasonable to do so) any of Seller’s or Seller’s Affiliates’ respective rights relating to such Non-Assignable Assets and to effect the occurrence of the Closing shall not affect the employment status of any Dedicated Employee in any Deferred Conveyance Jurisdiction until such time as the related Deferred Conveyance shall have been consummated.collection of