Common use of Transfers Not Consummated Prior to Separation Date Clause in Contracts

Transfers Not Consummated Prior to Separation Date. If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Date, whether as a result of a requisite Consent or Governmental Approval or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto until the consummation of the transfer or assignment thereof (or as otherwise determined by Vishay and VPG, as applicable). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, are to inure from and after the Distribution Date to the Person to whom such Asset is to be transferred. Notwithstanding the foregoing, any such Asset shall still be considered a Separated Asset or Excluded Asset, as applicable.

Transfers Not Consummated Prior to Separation Date. If the transfer transfer, assignment or assignment novation of any Asset Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Separation Date, whether as a result of a requisite Consent or Governmental Approval the provisions of SECTION 1.5(a) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto until (at the consummation expense of the transfer or assignment thereof (or as otherwise determined by Vishay and VPG, as applicablePerson entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such AssetRoxio Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such AssetAssets, are to inure from and after the Distribution Separation Date to the Person Roxio Group. If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to whom such Asset is to be transferred. Notwithstanding SECTION 1.5(a), are obtained, the foregoing, any such transfer of the applicable Asset shall still be considered a Separated Asset or Excluded Asset, as applicableeffected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

Transfers Not Consummated Prior to Separation Date. If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Date, whether as a result of a requisite Consent or Governmental Approval Approvals or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto until the consummation of the transfer or assignment thereof (or as otherwise determined by Vishay ECC and VPGthe Company, as applicable). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, are to inure from and after the Distribution Date to the Person to whom such Asset is to be transferred. Notwithstanding the foregoing, any such Asset shall still be considered a Separated Asset or Excluded Asset, as applicable.

Transfers Not Consummated Prior to Separation Date. If the transfer transfer, assignment or assignment novation of any Asset Assets (other than Delayed Transfer Assets) intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Separation Date, whether as a result pursuant to Section 4.7 of a requisite Consent or Governmental Approval the Separation Agreement or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto until (at the consummation expense of the transfer or assignment thereof (or as otherwise determined by Vishay and VPG, as applicablePerson entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such AssetTality Assets (or such Excluded Assets, as the case may be), including possession, use, risk of loss, potential for gain, and dominion, control and command over such AssetAssets, are to inure from and after the Distribution Separation Date to the Person to whom Tality Group (or the Cadence Group, as the case may be). If and when the Third-Party Approvals and/or Governmental Approvals, the absence of which caused the deferral of transfer of such Asset is pursuant to be transferred. Notwithstanding Section 4.7 of the foregoingSeparation Agreement, any are obtained or such other reason for the delay no longer exists, the transfer of the Asset shall still be considered a Separated Asset or Excluded Asset, as applicableeffected in accordance with the terms of this Assignment and/or such other applicable Ancillary Agreement.