Common use of Transfers Not Clause in Contracts

Transfers Not. Effected Prior to the Separation Date. To the extent any transfers contemplated by this Article II shall not have been fully effected prior to the Separation Date, Holdings and ARAC shall cooperate to effect such transfers as promptly as possible following the Separation Date. Nothing herein shall be deemed to require the transfer of any assets or the assumption of any Liabilities that by their terms or by operation of law cannot be transferred or assumed; provided, however, that Holdings and ARAC and their respective subsidiaries and Affiliates shall cooperate in seeking to obtain any necessary consents or approvals for the transfer of all assets and Liabilities as contemplated by this Article II. In the event that any such transfer of assets or Liabilities has not been consummated effective as of the Separation Date, the party retaining such asset or Liability shall thereafter hold such assets 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 to 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 Liability been assumed as contemplated hereby. As and when any such asset or Liability becomes transferable, such transfer and assumption shall be effected forthwith. Holdings and ARAC agree that, as of the Separation Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the assets, together with all of the rights, powers and privileges incidental thereto, that such party is entitled to acquire pursuant to the terms of this Agreement.

Transfers Not. Effected Prior to the Separation Distribution; Transfers Deemed Effective as of the Distribution Date. To the extent that any transfers contemplated by this Article II shall not have been fully effected consummated on or prior to the Separation Distribution Date, Holdings and ARAC the parties shall cooperate to effect such transfers as promptly as possible following the Separation DateDistribution Date as shall be practicable. Nothing herein shall be deemed to require the transfer of any assets Assets or the assumption of any Liabilities that which by their terms or by operation of law cannot be transferred or assumedtransferred; provided, however, that Holdings and ARAC the parties hereto and their respective subsidiaries and Affiliates Subsidiaries shall cooperate in seeking to seek to obtain any necessary consents or approvals for the transfer of all assets Assets and Liabilities as contemplated by to be transferred pursuant to this Article II. In the event that any such transfer of assets Assets or Liabilities has not been consummated effective as of consummated, from and after the Separation Date, Distribution Date the party retaining such asset Asset or Liability shall thereafter hold such assets Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and or retain such Liability for the account of the party to by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other actions action as may be reasonably required 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 the partiessuch party, insofar as is reasonably possible, in the same position as would have existed had such asset been transferred, Asset or such Liability been assumed transferred as contemplated hereby. As and when any such asset Asset or Liability becomes transferable, such transfer and assumption shall be effected forthwith. Holdings and ARAC The parties agree that, as of the Separation Distribution 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 incidental incident thereto, that 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 Separation DateDistribution Time. To the extent that any transfers contemplated by this Article II shall not have been fully effected prior to consummated as of the Separation DateDistribution Time, Holdings and ARAC the Parties shall cooperate to effect such transfers as promptly as possible following the Separation DateDistribution Time as shall be practicable. 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 Law cannot be transferred or assumed; provided, however, that Holdings the B&W Group and ARAC the MII Group shall cooperate and use their respective subsidiaries and Affiliates shall cooperate in seeking commercially reasonable efforts to obtain any necessary consents or approvals for the transfer of all assets Assets and the assumption of all Liabilities as contemplated by 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 Assets or assumption of Liabilities has not been consummated effective as of the Separation DateDistribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed), the party Party retaining such asset Asset or Liability shall thereafter hold such assets 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 to Party by whom such Liability is to be assumed pursuant hereto, and take such other actions action as may be reasonably required 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 the partiessuch Party, insofar as reasonably possible, in the same position as would have existed had such asset been transferred, Asset or such 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 Asset becomes transferable or such Liability becomes transferablecan be assumed, such transfer and or assumption shall be effected forthwith, without the payment of any further consideration therefor. Holdings and ARAC Subject to the foregoing, the Parties agree that, as of the Separation DateDistribution Time (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 assetsAssets, together with all of the rights, powers and privileges incidental incident thereto, that 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.

Transfers Not. Effected Prior to the Separation Spinoff; Transfers Deemed Effective as of the Spinoff Date. To the extent that any transfers contemplated by this Article II shall are not have been fully effected consummated prior to the Separation DateSpinoff, Holdings and ARAC the parties shall cooperate (and shall cause other members of their Group to cooperate) to effect such transfers as promptly as possible practicable following the Separation DateSpinoff. Nothing herein shall be deemed to require the transfer of any assets or the assumption of any Liabilities that (including any authorizations, approvals or consents of, or licenses granted by, any Governmental Authority) which by their terms or by operation of law Law cannot be transferred or assumed; provided, however, provided that Holdings and ARAC and their respective subsidiaries and Affiliates the parties shall cooperate in seeking (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 and Liabilities as contemplated by this to be transferred pursuant to Article II. In the event that If any such transfer of assets or Liabilities has not been consummated effective as of consummated, after the Separation Date, Spinoff Date the party retaining such asset or Liability (or, as applicable, other members of such party's Group) shall thereafter hold such assets asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and or retain such Liability for the account of the party to by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other actions action as may be reasonably required 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 the partiessuch party, insofar as is reasonably possible, in the same position as would have existed had such asset been transferred, or such Liability been transferred or assumed as contemplated hereby. As and when any such asset or Liability becomes transferabletransferable or assumable, such transfer and assumption shall be effected forthwith. Holdings and ARAC agree that, as of the Separation Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the assets, together with all of the rights, powers and privileges incidental thereto, that such party is entitled to acquire pursuant to the terms of this Agreement.