Separation; Non-Transferable Assets Sample Clauses

Separation; Non-Transferable Assets. (a) Prior to the Closing, Seller shall, and shall cause its applicable Subsidiaries (including the Asset Transferors) to, use reasonable best efforts to effect the Separation in accordance with the Separation Plan, including (i) transferring, or causing Seller and its Subsidiaries (including the Asset Transferors) to transfer, the Transferred Assets and the Acquired Interests (other than the Equity Interests) to the applicable Acquired Companies as set forth in the Separation Plan, free and clear of all Encumbrances other than Permitted Encumbrances and other than Encumbrances that will be released at Closing at Seller’s sole cost and expense, (ii) causing the applicable Acquired Companies to assume the Assumed Liabilities, (iii) causing the applicable Acquired Companies to transfer to a member of the Seller Group the Excluded Assets (including all applicable Excluded Spectrum Assets), (iv) causing the applicable Acquired Companies to transfer the employment of each employee thereof to a member of the Seller Group and (v) causing a member of the Seller Group to assume from the Acquired Companies the Excluded Liabilities. Notwithstanding anything in any Transaction Agreement to the contrary, following the date hereof but prior to the Closing, Seller shall be permitted to amend the Separation Plan (and the applicable terms of this Agreement and the Separation Documents) only upon the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) (provided, that such consent shall not be required for any amendments that would have no material effect on (A) Buyer and its Subsidiaries or, following the Closing, the Acquired Companies and the Business; (B) the timing of the consummation of the Closing; or (C) the scope of the Transferred Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities as set forth herein except as contemplated hereby). Buyer shall have a reasonable opportunity to review and comment on (x) all Separation Documents that will effect the transfer or retention of any Transferred Assets or Excluded Assets or the assumption or retention of any Assumed Liabilities or Excluded Liabilities, (y) all Separation Documents to separate Shared Contracts and (z) the Separation Documents described in the second sentence of Section 8.11(g). Seller shall deliver to Buyer a draft of each such Separation Document at least five (5) business days before the date on which the actions or transactions contemplated...