Common use of TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION Clause in Contracts

TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION. To the extent Verizon reasonably determines that any transfers of Assets or Liabilities contemplated by this Article II shall not have been consummated on or prior to the Distribution Date, the parties shall cooperate and use commercially reasonable efforts to effect the transfer of such Assets and such Liabilities 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 which by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption automatically and without any further action shall be effected forthwith. Subject to the foregoing, the Parties agree that each Party shall be deemed to have, as of the Distribution Date (or such earlier time as any such Asset may have been assigned or Liability assumed), 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 acquires or assumes pursuant to the terms of this Agreement.

TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION. To the extent Verizon reasonably determines that any transfers of Assets or Liabilities contemplated by this Article II shall not have been consummated fully effected on or prior to the Distribution Date, the parties shall cooperate and use commercially reasonable efforts to effect the transfer of such Assets and such Liabilities transfers as promptly as shall be practicable following the Distribution Date as shall be practicableDate. Nothing herein shall be deemed to require the transfer of any Assets assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed until such time as assumed; provided, however, that CWC and Optimum and their respective Subsidiaries and Affiliates shall cooperate in seeking to obtain any necessary consents or approvals for the transfer of all legal impediments assets and Liabilities contemplated to be transferred pursuant to this Article II. In the event that any such transfer of assets or assumption have Liabilities has not been removed. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption automatically and without any further action shall be effected forthwith. Subject to the foregoing, the Parties agree that each Party shall be deemed to have, consummated effective as of the Distribution Date Date, 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 actions as may be reasonably required in order to place the parties, insofar as reasonably possible, in the same position as would have existed had such asset been transferred or such earlier time as any such Asset may have Liability been assigned or Liability assumed), 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 acquires or assumes pursuant to the terms of this Agreement.as