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

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 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, Sellers shall continue to be bound by the terms of such applicable Acquired Asset, and Buyer shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset from and after the Closing to the extent that the corresponding benefit is received by Buyer. Sellers shall, without consideration therefor, pay, assign, and remit to Buyer 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 and at Buyer's expense. Subject to and in accordance with Section 5.3, for 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, Sellers shall promptly assign 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. (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, Sellers Seller Group shall continue to be bound by the terms of such applicable Acquired Asset, Asset and Buyer shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset Seller Group or any of its affiliates thereunder from and after the Closing to the extent that the corresponding benefit is received by BuyerClosing. Sellers Seller Group shall, without consideration therefor, promptly pay, assign, assign and remit to Buyer 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 Acquired Assets only as reasonably directed by Buyer and at Buyer's ’s expense. Subject to and in accordance with Section 5.3, for so long as Sellers continue to exist as legal entities 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 required to be that have not been obtained by it at the earliest practicable date. If and when any such consents or approvals shall be obtained, Sellers then Seller Group shall promptly assign their 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 (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, Sellers shall continue to be bound by the terms of such applicable Acquired Asset, Asset and Buyer Purchaser shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset thereunder from and after the Closing to the extent that the corresponding benefit is received by Buyerreceived. Sellers shall, without consideration therefor, pay, assign, assign and remit to Buyer 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 Purchaser and at BuyerPurchaser's expense. Subject to and in accordance with Section 5.34.2, for so long as Sellers continue to exist as legal entities not more than 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 Sellers shall promptly assign their 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. (a) Nothing herein shall be deemed to require the conveyance, assignment or transfer of any Acquired 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 Applicable 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 third party consents consents, novations or approvals required for the transfer of any Acquired Asset Contracts or Permits and to the extent not otherwise prohibited by the terms of any Acquired AssetContract or Permit, 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 Acquired AssetContract or Permit, as applicable, and Buyer shall pay, perform and discharge fully all of the obligations of the Sellers under such Acquired Asset thereunder from and after the Closing to the extent that the corresponding benefit is received by BuyerClosing. The Sellers shall, without consideration therefor, pay, assign, assign and remit to DMA-NEW or Buyer 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 Acquired Assets Contracts and Permits only as reasonably directed by Buyer and at Buyer's expense. Subject to and in accordance with Section 5.3, for so long as Sellers continue to exist as legal entities 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 required to be obtained by it at the earliest practicable date. If and when any such consents consents, novations or approvals shall be obtained, then the Sellers shall promptly assign their 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. (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, Sellers the Seller shall continue to be bound by the terms of such applicable Acquired Asset, Asset and the Buyer shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset the Seller or any of its Affiliates thereunder from and after the Closing to the extent that the corresponding benefit is received by BuyerClosing. Sellers The Seller shall, without consideration therefor, pay, assign, assign and remit to the Buyer 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 and at the Buyer's expense. Subject to and in accordance with Section 5.34.3, for so long as Sellers continue to exist as legal entities not more than 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 required to be obtained by it at the earliest practicable date. If and when any such consents or approvals shall be obtained, Sellers then the Seller shall promptly assign their 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. (a) 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 Applicable 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, Sellers Seller shall continue to be bound by the terms of such applicable Acquired Asset, Asset and Buyer Purchaser shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset Seller thereunder from and after the Closing to the extent that the corresponding benefit is received by Buyerreceived. Sellers Seller shall, without consideration therefor, pay, assign, assign and remit to Buyer 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 Purchaser and at BuyerPurchaser's expense. Subject to and in accordance with Section 5.3, for so long as Sellers continue to exist as legal entities For not more than 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, Sellers then Seller shall promptly assign their 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. (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 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, Sellers the Seller shall continue to be bound by the terms of such applicable Acquired Asset, Asset and the Buyer (or the Sub if designated by the Buyer) shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset the Seller or any of their respective affiliates thereunder from and after the Closing to the extent that the corresponding benefit is received by BuyerClosing. Sellers The Seller shall, without consideration therefor, pay, assign, assign and remit to the Buyer (or the Sub if designated by the Buyer) 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 (or the Sub if designated by the Buyer) and at the Buyer's or the Sub's expense. Subject to and in accordance with Section 5.3, for so long as Sellers continue to exist as legal entities following the Closing Date4.3, 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, Sellers then the Seller shall promptly assign their its rights and obligations thereunder to the Buyer (or the Sub if designated by the Buyer) without payment of consideration and the Buyer (or the Sub if designated by 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.

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 under Applicable Law for the transfer of any Acquired Asset and to the extent not otherwise prohibited by the terms of any Acquired Asset, Sellers Seller shall continue to be bound by the terms of such applicable Acquired Asset, Asset and Buyer Purchaser shall pay, perform and discharge fully all of the obligations of Sellers under such Acquired Asset Seller thereunder from and after the Closing to the extent that the corresponding benefit is received by Buyerreceived. Sellers Seller shall, without consideration therefor, pay, assign, assign and remit to Buyer 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 Purchaser and at BuyerPurchaser's expense. Subject to and in accordance with Section 5.34.2, for so long as Sellers continue to exist as legal entities not more than 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, Sellers then Seller shall promptly assign their 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. (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 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, Sellers shall continue to be bound by the terms of such applicable Acquired Asset, Asset and Buyer shall pay, perform and discharge fully all of the obligations (to the extent such obligations are Assumed Liabilities) of Sellers under such Acquired Asset thereunder from and after the Closing to the extent that the corresponding benefit is received by Buyerreceived. Sellers shall, without consideration therefor, pay, assign, assign and remit to Buyer 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 and at Buyer's expense. Subject to and in accordance with Section 5.37.01, for so long as Sellers continue to exist as legal entities not more than one hundred 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 Sellers shall promptly assign 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.