Common use of Transfers Not Effected as of Closing Clause in Contracts

Transfers Not Effected as of Closing. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Asset that by its terms or by operation of Law cannot be freely conveyed, assigned, transferred or assumed. To the extent the parties hereto have been unable to obtain any governmental or any third party consents or approvals required for the transfer of any Asset and to the extent not otherwise prohibited by the terms of any Asset, Seller shall continue to be bound by the terms of such applicable Asset and Buyer Group shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates thereunder from and after the Closing. Seller shall, without consideration therefor, pay, assign and remit to Buyer Group promptly all monies, rights and other consideration received in respect of such performance. Seller shall exercise or exploit its rights in respect of such Assets only as reasonably directed by Buyer Group and at Buyer Group's expense. Subject to and in accordance with Section 5.3, for not more than a hundred and eighty (180) days following the Closing Date, the parties hereto shall continue to use their commercially reasonable efforts to obtain all such unobtained consents or approvals at the earliest practicable date. If and when any such consents or approvals shall be obtained, then Seller shall promptly assign its rights and obligations thereunder to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligations. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Asset that by its terms or by operation of Law cannot be freely conveyed, assigned, transferred or assumed. To the extent that the Contemplated Transactions are consummated but the parties hereto have been unable to obtain any governmental or any third party consents or approvals required under applicable Law for the transfer of any Asset and to the extent not otherwise prohibited by the terms of any Acquired Asset, Seller Sellers shall continue to be bound by the terms of such applicable Acquired Asset or remain the owner of such Acquired Asset, and Buyer Group shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates thereunder Sellers arising in connection with such Acquired Asset from and after the ClosingClosing to the extent that the corresponding benefit is received. Seller In such event (i) Sellers shall, without consideration therefor, pay, assign assign, and remit to Buyer Group promptly all monies, rights and other consideration received in respect of such performance. Seller , (ii) Sellers shall exercise or exploit its their rights in respect of such Acquired Assets only as reasonably directed by Buyer Group and at Buyer GroupBuyer's expense. Subject expense and (iii) subject to and in accordance with Section 5.3, for not more than a hundred and eighty (180) days so long as Sellers continue to exist as legal entities following the Closing Date, the parties hereto shall continue to use their commercially reasonable efforts to obtain all such unobtained consents or approvals required to be obtained by it at the earliest practicable date. If and when any such consents or approvals shall be obtained, then Seller Sellers shall promptly assign its their rights and obligations thereunder to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligations. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or and by operation of Applicable Law cannot be freely conveyed, assigned, transferred or assumed. To the extent the parties hereto have been unable to obtain any governmental or any third third-party consents or approvals required under Applicable Law for the transfer of any Acquired Asset and to the extent not otherwise prohibited by the terms of any Acquired Asset, the Seller shall continue to be bound by the terms of such applicable Acquired Asset and the Buyer Group shall pay, perform and discharge fully all of the obligations of the Seller or any of its affiliates thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received. The Seller shall, without consideration therefortherefore, pay, assign and remit to the Buyer Group promptly all monies, rights and other consideration received in respect of such performance. The Seller shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by the Buyer Group and at Buyer Group's the Buyer’s expense. Subject to and in accordance with Section 5.3Sections 5.2 and 5.12, for not more than a hundred and eighty ninety (18090) days following the Closing Date, the parties hereto shall continue to use their commercially reasonable best efforts to obtain all such unobtained consents or approvals required to be obtained by it at the earliest practicable date. If and when any such consents or approvals shall be obtained, then the Seller shall promptly assign its rights and obligations thereunder to the Buyer without payment of consideration and the Buyer shall, without the payment of any consideration therefortherefore, assume such rights and obligations. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or by operation of Law applicable law cannot be freely conveyed, assigned, transferred or assumed. To the extent the parties hereto have been unable to obtain any governmental or any third party consents or approvals required under applicable law for the transfer of any Acquired Asset and to the extent not otherwise prohibited by the terms of any Acquired Asset, Seller Sellers shall continue to be bound by the terms of such applicable Acquired Asset and Buyer Group shall pay, perform and discharge fully all of the obligations (to the extent such obligations are Assumed Liabilities) of Seller or any of its affiliates Sellers thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received by Buyer or any of its wholly owned Subsidiaries. Seller Sellers shall, without consideration therefor, pay, assign and remit to Buyer Group promptly all monies, rights and other consideration received in respect of such performance. Seller Sellers shall exercise or exploit its their rights in respect of such Acquired Assets only as reasonably directed by Buyer Group and at Buyer Group's Buyer’s expense. Subject to and in accordance with Section 5.37.01, for not more than a hundred and eighty (180) 180 days following the Closing Date, each of the parties hereto shall continue to use their commercially reasonable efforts to obtain all such unobtained consents or approvals required to be obtained by it at the earliest practicable date. If and when any such consents or approvals shall be obtained, then Seller Sellers shall promptly assign its their rights and obligations thereunder to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligationsobligations (to the extent such obligations are Assumed Liabilities). The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein (other than Section 6.1(f)) shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or by operation of Law applicable law cannot be freely conveyed, assigned, transferred or assumed. To the extent the parties hereto have been unable to obtain any governmental or any third third-party consents or approvals required under applicable law for the transfer of any Asset Acquired Asset, and to the extent not otherwise prohibited by the terms of any the Acquired Asset, the Seller or any of the Selling Subsidiaries shall continue to be bound by the terms of such applicable Acquired Asset and Buyer Group the Purchaser shall pay, perform and discharge fully all of the obligations of the Seller or any of its affiliates the Selling Subsidiaries, as applicable, thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received. The Seller or any of the Selling Subsidiaries, as applicable, shall, without consideration therefor, pay, assign and remit to Buyer Group the Purchaser promptly all monies, rights and other consideration received in respect of such performance. The Seller or any of the Selling Subsidiaries, as applicable, shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by Buyer Group the Purchaser and at Buyer Groupthe Purchaser's expense. Subject to and in accordance with Section 5.35.6 hereof, for not more than a hundred and eighty (180) 90 days following the Closing Date, the parties hereto shall continue to use their commercially reasonable best efforts to obtain all such unobtained consents or approvals at required to be obtained by each of them as the earliest practicable date. If and when any such consents or approvals shall be obtained, then the Seller or any of the Selling Subsidiaries, as applicable, shall promptly assign its rights and obligations thereunder to Buyer the Purchaser without payment of consideration and Buyer the Purchaser shall, without the payment of any consideration therefor, assume such rights and obligations. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein (other than Section 6.1(f)) shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or by operation of Law applicable law cannot be freely conveyed, assigned, transferred or assumed. To the extent the parties hereto have been unable to obtain any governmental or any third third-party consents or approvals required under applicable law for the transfer of any Asset Acquired Asset, and to the extent not otherwise prohibited by the terms of any the Acquired Asset, the Seller or any of the Selling Subsidiaries shall continue to be bound by the terms of such applicable Acquired Asset and Buyer Group the Purchaser shall pay, perform and discharge fully all of the obligations of the Seller or any of its affiliates the Selling Subsidiaries, as applicable, thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received. The Seller or any of the Selling Subsidiaries, as applicable, shall, without consideration therefor, pay, assign and remit to Buyer Group the Purchaser promptly all monies, rights and other consideration received in respect of such performance. The Seller or any of the Selling Subsidiaries, as applicable, shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by Buyer Group the Purchaser and at Buyer Group's the Purchaser’s expense. Subject to and in accordance with Section 5.35.6 hereof, for not more than a hundred and eighty (180) 90 days following the Closing Date, the parties hereto shall continue to use their commercially reasonable best efforts to obtain all such unobtained consents or approvals at required to be obtained by each of them as the earliest practicable date. If and when any such consents or approvals shall be obtained, then the Seller or any of the Selling Subsidiaries, as applicable, shall promptly assign its rights and obligations thereunder to Buyer the Purchaser without payment of consideration and Buyer the Purchaser shall, without the payment of any consideration therefor, assume such rights and obligations. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or by operation of Law law cannot be freely conveyed, assigned, transferred or assumed. To the extent the parties hereto have been unable to obtain any governmental or any third party consents or approvals Consents required for the transfer of any Acquired Asset and to the extent not otherwise prohibited by the terms of any Acquired Asset, the Seller shall continue to be bound by the terms of such applicable Acquired Asset and the Buyer Group shall pay, perform and discharge fully all of the obligations of the Seller or any of its their respective affiliates thereunder from and after the Closing. The Seller shall, without consideration therefor, pay, assign and remit to the Buyer Group promptly all monies, rights and other consideration received in respect of such performance. The Seller shall exercise or exploit its their rights in respect of such Acquired Assets only as reasonably directed by the Buyer Group and at Buyer Groupthe Buyer's expense. Subject to and in accordance with Section 5.3, for not more than a hundred and eighty (180) days following the Closing Date4.10, the parties hereto shall continue to use their commercially reasonable efforts to obtain all such unobtained consents or approvals Consents at the earliest practicable date. If and when any such consents or approvals Consents shall be obtained, then the Seller shall promptly assign its their rights and obligations thereunder to the Buyer without payment of consideration and the Buyer shall, without the payment of any consideration therefor, assume such rights and obligations. The parties shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption. Each party shall be responsible for all costs associated with obtaining the Consents requested to be obtained by each party.