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 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 Group 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 Group or any of its affiliates thereunder from and after the Closing. Seller Group shall, without consideration therefor, promptly pay, assign and remit to Buyer Group promptly all monies, rights and other consideration received in respect of such performance, and Buyer shall promptly pay and/or remit to Seller expenses reasonably incurred by Seller Group related thereto. Seller Group shall exercise or exploit its rights in respect of such Assets only as reasonably directed by Buyer Group and at Buyer Group's 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 Date, the parties hereto shall continue to use their commercially reasonable efforts to obtain all such unobtained consents or approvals that have not been obtained at the earliest practicable date. If and when any such consents or approvals shall be obtained, then Seller Group 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. If any such consent shall not be obtained, Seller Group shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer from the Assets, including enforcement at the cost and for the account of Buyer of any and all rights of Seller Group against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent such arrangement cannot be made, (i) Seller shall retain any such Assets, (ii) such Assets shall be deemed to be “Rejected Assets,” and (iii) Buyer shall have no obligation pursuant to Section 1.1(c) or otherwise with respect to any Assumed Liabilities or other obligations attributable to any such Rejected Assets. The provisions of this Section 5.8 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations hereunder contained in Article VI have not been fulfilled.

Transfers Not Effected as of Closing. (a) Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or 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 party consents or approvals required 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 Asset Acquired Asset, and Buyer Group shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates thereunder Sellers under such Acquired Asset from and after the ClosingClosing to the extent that the corresponding benefit is received by Buyer. Seller 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 shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by Buyer Group and at Buyer GroupBuyer's expense. 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 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.

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 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 shall continue to be bound by the terms of such applicable Acquired Asset and Buyer Group Purchaser shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received. Seller shall, without consideration therefor, pay, assign and remit to Buyer Group Purchaser promptly all monies, rights and other consideration received in respect of such performance. Seller shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by Buyer Group Purchaser and at Buyer GroupPurchaser's expense. Subject to and in accordance with Section 5.34.2, 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 required to be obtained by it 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 Purchaser without payment of consideration and Buyer 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 Asset contract, license (including, without limitation, any software license), permit, right or instrument (collectively, "Contracts and Permits"), that by its terms or by operation of Law law cannot be freely conveyed, assigned, transferred or assumed. Except as set forth on Schedule 3.01(e) hereto, all of the Contracts and Permits may be transferred or assigned to Buyer without the consent of or payment to any third party or governmental or regulatory agency or entity. To the extent the parties hereto have been unable to obtain any governmental entity or any third party consents consents, novations or approvals required for the transfer of any Asset Contracts or Permits and to the extent not otherwise prohibited by the terms of any AssetContract or Permit, Seller for a period of one (1) year from and after the Closing Date the Sellers shall continue to be remain bound by the terms of such applicable Asset Contract or Permit, as applicable, and Buyer Group shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates the Sellers thereunder from and after the Closing. Seller The Sellers shall, without consideration therefor, pay, assign and remit to DMA-NEW or Buyer Group promptly all monies, rights and other consideration received in respect of such performance. Seller The Sellers shall exercise or exploit its their rights in respect of such Assets Contracts and Permits only as reasonably directed by Buyer Group and at Buyer GroupBuyer's expense. Subject to and in accordance with Section 5.3, for not more than a hundred and eighty (180) days following the Closing Date3.01(e), 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 consents, novations or approvals shall be obtained, then Seller the Sellers shall promptly assign its rights and obligations thereunder to Buyer without payment of consideration therefor 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 any such assignment and assumption.

Transfers Not Effected as of Closing. Nothing herein (other than Section 6.2(q)) shall be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or 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 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 Purchaser shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates Sellers thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received. Seller Sellers shall, without consideration therefor, pay, assign and remit to Buyer Group Purchaser promptly all monies, rights and other consideration received in respect of such performance. Seller Sellers shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by Buyer Group Purchaser and at Buyer GroupPurchaser's expense. Subject to and in accordance with Section 5.34.2, 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 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 rights and obligations thereunder to Buyer Purchaser without payment of consideration and Buyer 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 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 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 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 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 5.34.3, for not more than a hundred and eighty (180) 30 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 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 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. Nothing in this Section 4.11 or elsewhere in this Agreement shall affect in any respect the condition set forth in Section 5.3(e).

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. 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 GroupBuyer's expense. Subject to and in accordance with Section 5.37.01, for not more than a one hundred and eighty (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 This Agreement shall not be deemed to require the conveyance, assignment or transfer of any Acquired Asset that by its terms or by operation of Law applicable Regulations 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 Regulations for the transfer of any Acquired Asset and to the extent not otherwise prohibited by the terms of any Acquired Asset, Seller shall continue to be bound by the terms of such applicable Acquired Asset and Buyer Group Purchaser shall pay, perform and discharge fully all of the obligations of Seller or any of its affiliates thereunder from and after the ClosingClosing to the extent that the corresponding benefit is received. Seller shall, without consideration therefor, pay, assign and remit to Buyer Group Purchaser promptly all monies, rights and other consideration received in respect of such performance. Seller shall exercise or exploit its rights in respect of such Acquired Assets only as reasonably directed by Buyer Group Purchaser and at Buyer GroupPurchaser's expense. Subject to and in accordance with Section 5.3, for For not more than a hundred and eighty (180) 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 required to be obtained by it 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 Purchaser without payment of consideration and Buyer 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.