Transfer of Surviving Corporation s Assets and Liabilities to Subsidiary. Silver King agrees that as soon as reasonably practicable following the Merger, it will use its reasonable best efforts to take and cause any of its subsidiaries to take any actions necessary (including making all required Government Filings and seeking and obtaining all necessary Government Consents and Contract Consents) in order to assign to a wholly owned subsidiary of the Surviving Corporation ("Surviving Sub") all of the material assets (other than the capital stock of Surviving Sub) and material liabilities of the Surviving Corporation and to cause Surviving Sub to assume or guarantee all such material liabilities and to obtain the release from the applicable parties of the Surviving Corporation from all such material liabilities. Following such transfer, Silver King shall not permit the Surviving Corporation to own any assets other than the capital stock of the Surviving Sub, and shall not permit the Surviving Corporation to be or become subject to any material liabili- ties. Silver King and Liberty HSN agree that Silver King's reasonable best efforts for purposes of this Section 7.2 shall not require Silver King to seek or obtain the consent or waiver of the holders of the convertible debentures issued under the Indenture (as defined in the Merger Agreement and as in effect immediately prior to the Effective Time) to such assignment and transfer.
Transfer of Surviving Corporation. Promptly after the Effective Time, Qwest shall take all action required to cause all shares of capital stock of the Surviving MERGER AGREEMENT 60 66 Corporation to be held by Qwest Communications Corporation, a Delaware corporation and an indirect, Wholly-Owned Subsidiary of Qwest.
