Common use of Transfers Not Clause in Contracts

Transfers Not. Effected Prior to the Distribution; Transfers Deemed Effective as of the Distribution Date. To the extent that any transfers contemplated by this Article II shall not have been consummated on or prior to the Distribution Date, the 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 which by their terms or operation of law cannot be transferred; provided, however, that the parties hereto and their respective Subsidiaries shall cooperate to seek to obtain any necessary consents or approvals for the transfer of all Assets and Liabilities contemplated to be transferred pursuant to this Article II. In the event that any such transfer of Assets or Liabilities has not been consummated, from and after the Distribution Date the party retaining such Asset or Liability shall hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other action as may be reasonably requested by the party to whom 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 is reasonably possible, in the same position as would have existed had such Asset or Liability been transferred as contemplated hereby. As and when any such Asset or Liability becomes transferable, such transfer shall be effected forthwith. The parties agree that, as of the Distribution Date, 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. In the event that a Harrxx Xxxet or Harrxx Xxxbility is transferred to Lanixx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Harrxx. Xx the event that a Lanixx Xxxet or Lanixx Xxxbility is transferred to Harrxx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Lanixx.

Transfers Not. Effected Prior to the Distribution; Transfers Deemed Effective as of the Distribution Separation Date. To the extent that any transfers contemplated by this Article II shall not have been consummated on or fully effected prior to the Distribution Separation Date, the parties Holdings and ARAC shall cooperate to effect such transfers as promptly as possible following the Distribution Date as shall be practicableSeparation Date. Nothing herein shall be deemed to require the transfer of any Assets assets or the assumption of any Liabilities which that by their terms or by operation of law cannot be transferredtransferred or assumed; provided, however, that the parties hereto Holdings and ARAC and their respective Subsidiaries subsidiaries and Affiliates shall cooperate to seek in seeking to obtain any necessary consents or approvals for the transfer of all Assets assets and Liabilities as contemplated to be transferred pursuant to by this Article II. In the event that any such transfer of Assets assets or Liabilities has not been consummatedconsummated effective as of the Separation Date, from and after the Distribution Date the party retaining such Asset asset or Liability shall thereafter hold such Asset assets in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or and retain such Liability for the account of the party by to whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other action actions as may be reasonably requested by the party to whom 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 is reasonably possible, in the same position as would have existed had such Asset asset been transferred, or such Liability been transferred assumed as contemplated hereby. As and when any such Asset asset or Liability becomes transferable, such transfer and assumption shall be effected forthwith. The parties Holdings and ARAC agree that, as of the Distribution Separation 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. In the event that a Harrxx Xxxet or Harrxx Xxxbility is transferred to Lanixx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Harrxx. Xx the event that a Lanixx Xxxet or Lanixx Xxxbility is transferred to Harrxx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Lanixx.

Transfers Not. Effected Prior to the DistributionSpinoff; Transfers Deemed Effective as of the Distribution Spinoff Date. To the extent that any transfers contemplated by this Article II shall are not have been consummated on or prior to the Distribution DateSpinoff, the parties shall cooperate (and shall cause other members of their Group to cooperate) to effect such transfers as promptly as practicable following the Distribution Date as shall be practicableSpinoff. Nothing herein shall be deemed to require the transfer of any Assets assets or the assumption of any Liabilities (including any authorizations, approvals or consents of, or licenses granted by, any Governmental Authority) which by their terms or operation of law Law cannot be transferredtransferred or assumed; provided, however, provided that the parties hereto and their respective Subsidiaries shall cooperate (and shall cause the other members of their Group to cooperate) to seek to obtain any necessary consents or approvals for the transfer of all Assets assets and Liabilities contemplated to be transferred pursuant to this Article II. In the event that If any such transfer of Assets assets or Liabilities has not been consummated, from and after the Distribution Spinoff Date the party retaining such Asset asset or Liability (or, as applicable, other members of such party's Group) shall hold such Asset asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other action as may be reasonably requested by the party to whom such Asset asset is to be transferred, transferred or by whom such Liability is to be assumed, as the case may be, in order to place such party, insofar as is reasonably possible, in the same position as would have existed had such Asset asset or Liability been transferred or assumed as contemplated hereby. As and when any such Asset asset or Liability becomes transferabletransferable or assumable, such transfer shall be effected forthwith. The parties agree that, as of the Distribution Date, 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. In the event that a Harrxx Xxxet or Harrxx Xxxbility is transferred to Lanixx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Harrxx. Xx the event that a Lanixx Xxxet or Lanixx Xxxbility is transferred to Harrxx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Lanixx.

Transfers Not. Effected Prior to the Distribution; Transfers Deemed Effective as of the Distribution DateTime. To the extent that any transfers contemplated by this Article II shall not have been consummated on or prior to as of the Distribution DateTime, the parties Parties shall cooperate to effect such transfers as promptly following the Distribution Date Time as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which that by their terms or operation of law Law cannot be transferredtransferred or assumed; provided, however, that the parties hereto B&W Group and the MII Group shall cooperate and use their respective Subsidiaries shall cooperate to seek 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 IIII 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, from and after consummated effective as of the Distribution Date Time (or such earlier time as any such Asset may have been acquired or Liability assumed), 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) or and retain such Liability for the account of the party Party by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other action as may be reasonably requested by the party Party to whom 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 is 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 becomes transferablecan be assumed, such transfer or assumption shall be effected forthwith, without the payment of any further consideration therefor. The parties Subject to the foregoing, the Parties agree that, as of the Distribution DateTime (or such earlier time as any such Asset may have been acquired or Liability assumed), 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. In the event that a Harrxx Xxxet or Harrxx Xxxbility is transferred to Lanixx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Harrxx. Xx the event that a Lanixx Xxxet or Lanixx Xxxbility is transferred to Harrxx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Lanixx.