Transfers Not Effected Prior to the Distribution Time. To the extent that any transfers or agreements contemplated by this Article II shall not have been consummated or executed as of the Distribution Time, the Parties shall cooperate to effect such transfers or enter into such agreements as promptly following the Distribution Time 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 SpinCo Group and the RemainCo 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 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 Distribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed), 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, without the payment of any further consideration therefor. 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 shall be deemed to have acquired complete and sole beneficial ownersh...
Transfers Not Effected Prior to the Distribution Time. To the extent that any transfers contemplated by this Agreement shall not have been consummated as of the Distribution Time, the Parties shall cooperate to effect such transfers as promptly following the Distribution Time as shall be practicable. Nothing herein shall be deemed to require the assumption of any Liabilities that by their terms or operation of Law cannot be assumed; provided, that LDI and VR Holdings shall cooperate and use their respective commercially reasonable efforts to obtain any necessary consents or approvals for the assumption of all Liabilities contemplated to be assumed pursuant to this Agreement. In the event that any such assumption of Liabilities has not been consummated effective as of the Distribution Time (or such earlier time as any such Liability may have been assumed), the Party retaining such Liability shall 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 by whom such Liability is to be assumed, in order to place such Party, insofar as reasonably possible, in the same position as would have existed had such Liability been assumed as contemplated hereby. As and when any such Liability can be assumed, such assumption shall be effected forthwith, without the payment of any further consideration therefor. Subject to the foregoing, the Parties agree that, as of the Distribution Time (or such earlier time as any such Liability may been assumed), each Party shall be deemed to 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.
