Common use of Transfers Not Effected Prior to the Distribution Date Clause in Contracts

Transfers Not Effected Prior to the Distribution Date. To the extent that any transfers contemplated by this Agreement (including the Prior Transfers) or any Ancillary Agreement shall not have been consummated as of the Distribution, the parties shall cooperate to effect such transfers as promptly following the Distribution as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of law cannot be transferred or assumed; provided, that the Fiesta Group and the CRG Group shall cooperate and use their respective commercially reasonable efforts to obtain any necessary consents or approvals for the transfer of all Assets and the assumption of all Liabilities contemplated to be transferred or assumed pursuant to this Agreement (including the Prior Transfers) and any Ancillary Agreement and shall, even in the absence of necessary consents or approvals, transfer the equitable ownership of Assets when such a transfer is permitted. In the event that any such transfer of Assets or assumption of Liabilities has not been consummated effective as of the time of the Distribution, the party retaining such Asset or Liability shall thereafter hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, and take such other action as may be reasonably requested by the party to which such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such party, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred or assumed as contemplated hereby. Without limiting any other duty of a party holding any Asset in trust for the use and benefit of the party entitled thereto, such party shall take all reasonable actions that it deems necessary to preserve the value of that Asset. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption shall be effected forthwith. Subject to the foregoing, the parties agree that, as of the Distribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed), each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Transfers Not Effected Prior to the Distribution Date. (a) To the extent that any transfers contemplated by this Agreement (including the Prior Transfers) or any Ancillary Agreement Article II shall not have been consummated as of the DistributionDistribution Date, the parties Parties shall cooperate to effect such transfers as promptly following the Distribution Date as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of law Law cannot be transferred or assumed; provided, provided that the Fiesta Paragon Group and the CRG Noble Group shall cooperate and use their respective commercially reasonable efforts to obtain any necessary consents or approvals Consents for the transfer of all Assets and the assumption of all Liabilities contemplated to be transferred or assumed pursuant to this Agreement (including the Prior Transfers) and any Ancillary Agreement Article II and shall, even in the absence of necessary consents or approvalsConsents, transfer the equitable ownership of Assets or effect the equitable assumption of Liabilities when such a transfer or assumption is permitted. In the event that any such transfer of Assets or assumption of Liabilities has not been consummated effective as of the time of the DistributionDistribution Date, the party Party retaining such Asset or Liability shall thereafter hold such Asset in trust for the use and benefit of the party Party entitled thereto (at the expense of the party Party entitled thereto) and retain such Liability for the account of the party Party by whom such Liability is to be assumed pursuant hereto, and take such other action as may be reasonably requested by the party Party to which such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such partyParty, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred or assumed as contemplated hereby. Without limiting any other duty of a party Party holding any Asset in trust for the use and benefit of the party Party entitled theretothereto or retaining any Liability for the account of the other Party, such party Party shall take all reasonable actions that it deems necessary to preserve the value of that AssetAsset and to minimize the Liability. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption shall be effected forthwith, without the payment of any additional consideration therefor (except in respect of any payments in respect of a Liability made by a Party retaining such Liability for the account of the other Party, which payments shall be promptly reimbursed by the Party assuming the Liability pursuant hereto). Subject to the foregoing, the parties Parties agree that, as of the Distribution Time Date (or such earlier time as any such Asset may have been acquired or Liability assumedassumed pursuant to a Prior Transfer), each party hereto Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party Party is entitled to acquire or required to assume pursuant to the terms of this Agreement. (b) At any time after the Distribution Date, a beneficial owner may, in respect of any Asset that remains subject to an arrangement described in Section 2.6(a), (i) direct the Party acting as trustee to transfer the Asset to the beneficial owner, at the sole risk of such beneficial owner (who will thereafter indemnify the trustee/transferor and its Affiliates from all Losses arising as a result of such transfer), (ii) direct the Party acting as trustee to sell or liquidate the subject Asset for the account of, and at the sole risk and expense of, such beneficial owner, who shall be entitled to receive all of the net proceeds of such sale or liquidation (and who will thereafter indemnify the trustee/transferor and its Affiliates from all Losses arising as a result of such sale or liquidation) or (iii) continue the arrangement described in Section 2.6(a); provided, however, that any time after the second anniversary of the Distribution Date, the legal owner of such Asset may require that the beneficial owner of such Asset chose between the option in clause (i) or clause (ii), above. (c) For the first six months after the Distribution Date, and thereafter as the Parties may agree is necessary, representatives of the Parties will meet once a month to identify Assets and Liabilities that were not transferred as of the Distribution Date. Upon such identification, the Parties will cooperate to transfer such Assets and Liabilities, including any such financial Assets and Liabilities, which shall be totaled and netted prior to settlement. The parties will cooperate to minimize the tax consequences of any transfer effected in accordance with this Section 2.6

Transfers Not Effected Prior to the Distribution Date. To the extent that any transfers contemplated by this Agreement (including the Prior Transfers) or any Ancillary Agreement Article II shall not have been consummated as of the Distribution, the parties shall cooperate to effect such transfers as promptly following the Distribution as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or operation of law cannot be transferred or assumed; provided, that the Fiesta Seahawk Group and the CRG Pride Group shall cooperate and use their respective commercially reasonable efforts to obtain any necessary consents or approvals for the transfer of all Assets and the assumption of all Liabilities contemplated to be transferred or assumed pursuant to this Agreement (including the Prior Transfers) and any Ancillary Agreement Article II and shall, even in the absence of necessary consents or approvals, transfer the equitable ownership of Assets when such a transfer is permitted. In the event that any such transfer of Assets or assumption of Liabilities has not been consummated effective as of the time of the Distribution, the party retaining such Asset or Liability shall thereafter hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, and take such other action as may be reasonably requested by the party to which such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such party, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred or assumed as contemplated hereby. Without limiting any other duty of a party holding any Asset in trust for the use and benefit of the party entitled thereto, such party shall take all reasonable actions that it deems necessary to preserve the value of that Asset. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption shall be effected forthwith. Subject to the foregoing, the parties agree that, as of the Distribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed), each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Transfers Not Effected Prior to the Distribution Date. To the extent that any transfers contemplated by this Agreement (including the Prior Transfers) or any Ancillary Agreement Article II shall not have been consummated as of fully effected prior to the DistributionDistribution Date, the parties Manor Care and Choice shall cooperate to effect such transfers as promptly as possible following the Distribution as shall be practicableDate. Nothing herein shall be deemed to require the transfer of any Assets assets or the assumption of any Liabilities that by their terms or by operation of law cannot be transferred or assumed; provided, however, that the Fiesta Group Manor Care and the CRG Group Choice and their respective subsidiaries and Affiliates shall cooperate and use their respective commercially reasonable efforts in seeking to obtain any necessary consents or approvals for the transfer of all Assets assets and the assumption of all Liabilities as contemplated to be transferred or assumed pursuant to by this Agreement (including the Prior Transfers) and any Ancillary Agreement and shall, even in the absence of necessary consents or approvals, transfer the equitable ownership of Assets when such a transfer is permittedArticle II. In the event that any such transfer of Assets assets or assumption of Liabilities has not been consummated effective as of the time of the DistributionDistribution Date, the party retaining such Asset asset or Liability shall thereafter hold such Asset asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, and take such other action actions as may be reasonably requested by the party to which such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, required in order to place such partythe parties, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability asset been transferred or such Liability been assumed as contemplated hereby. Without limiting any other duty of a party holding any Asset in trust for the use and benefit of the party entitled thereto, such party shall take all reasonable actions that it deems necessary to preserve the value of that Asset. As and when any such Asset asset or Liability becomes transferable or such Liability can be assumedtransferable, such transfer or and assumption shall be effected forthwith. Subject to the foregoing, the parties Manor Care and Choice agree that, as of the Distribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed)Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the Assetsassets, together with all of the rights, powers and privileges incident incidental thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which that such party is entitled to acquire or required to assume pursuant to the terms of this Agreement.