Common use of Deferred Transfers Clause in Contracts

Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Date, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law. (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset. (d) If the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; provided, however, that the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this Agreement). If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the Publishing Group of any Publishing Business Assets or Publishing Liabilities, or to the Distributing Group of any Distributing Business Assets or Distributing Liabilities, would be a violation of applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the Publishing Group or the Distributing Group (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include any purely monetary condition to the extent the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such Publishing Business Assets or Publishing Liabilities or Distributing Business Assets or Distributing Liabilities shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all Transfer Impediments have been removed. Any such Liability shall be deemed a “Deferred Transfer Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.” (b) If the transfer or assignment of any Assets intended to be transferred Deferred Transfer Asset or assigned hereunder assumption of any Deferred Transfer Liability is not consummated prior to or on during the Distribution DateDistribution, whether as a result of the provisions of Section 2.3 5.3(a) or for any other reason, then then, insofar as reasonably possible, (i) the Party Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of such Party the Person entitled thereto if (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by lawapplicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Distribution Effective Time to the member or members of the Publishing Group or the Distributing Group entitled to the receipt of such Deferred Transfer Asset. (bc) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of all Transfer Impediments which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 2.3 or otherwise, 5.3(a) are obtained or removed (as appropriate)removed, the transfer transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected promptly in accordance with and subject to the terms of this Agreement and/or the and any applicable Ancillary AgreementAgreement or Implementation Document. (cd) The Person retaining an any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of such Deferred Transfer Liability pursuant to Section 5.3(a) or otherwise shall take continue on and after the Distribution Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, that such actions Person shall not be obligated, in connection with respect the foregoing, to such Asset as may expend any money unless the necessary funds are advanced, assumed or agreed in advance to be reasonably requested reimbursed by the Person entitled to such Deferred Transfer Asset or the AssetPerson intended to be divested of such Deferred Transfer Liability. (de) If Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 5.3 at the Parties are unable to obtain, or to cause to be obtained, any time such required Governmental Approvals, Consents, release, substitution or amendment transfer should have occurred pursuant to Section 2.3 or otherwise2.1 in the absence of the Transfer Impediments upon its actual contribution, the other Party or a member of such other Party’s Group shall continue to be bound by such Contractdistribution, assignment, transfer, conveyance, license or other obligationdelivery to the applicable Group as contemplated in Section 5.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this Section 5.3 at the time such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 5.3. (f) Any Deferred Transfer Asset or Deferred Transfer Liability shall be treated, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereoffor all Tax purposes, as agent (i) owned by the Person to which such Asset was intended to be transferred or subcontractor for by the Person which was intended to assume such PartyLiability, as the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shallcase may be, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; providedEffective Time, however(ii) having not been owned by the Person retaining such Asset or Liability, that as the case may be, at any time from and after the Distribution Effective Time, and (iii) having been held by the Party retaining such Asset or Liability, as the case may be, only as agent or nominee on behalf of the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of Person from and after the Distribution DateEffective Time until the date such Asset or Liability, as the case may be, is transferred to or assumed by such other Person. The Liable Party Parties shall indemnify the other Party not, and shall cause the members of their respective Groups not to, take any position inconsistent with the foregoing unless otherwise required by applicable Law (in which case, such other Party’s Group and hold each of them harmless against Parties shall provide indemnification for any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter Taxes attributable to the extent that such other Party has engaged in any violation of Law Asset or fraud in connection therewith. The other Party shall, without further consideration, promptly pay Liability during the period beginning on the Distribution Date and remit, or cause to be promptly paid or remitted, to ending on the Liable Party or to another member date of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this Agreementactual transfer). If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (a) If and to the extent that the transfer, assignment or novation to the LE Entities of any LE Assets or LE Liabilities, or to the SHC Entities of any SHC Assets or SHC Liabilities, would be a violation of Applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled prior to the Effective Time by the applicable LE Entity or SHC Entity (the “Transfer Impediments,” which, for the avoidance of doubt, shall not include purely monetary conditions to the extent the necessary funds are advanced, assumed or agreed in advance to be reimbursed by the applicable transferee), then the transfer, assignment or novation to the transferee or assignee of such LE Assets or LE Liabilities or SHC Assets or SHC Liabilities, as applicable, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all Transfer Impediments have been removed. Any such Liability shall be deemed a “Deferred Transfer Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.” (b) If the transfer or assignment of any Assets intended to be transferred Deferred Transfer Asset or assigned hereunder assumption of any Deferred Transfer Liability is not consummated prior to or on at the Distribution DateEffective Time, whether as a result of the provisions of Section 2.3 4.3(a) or for any other reason, then then, insofar as reasonably possible, (i) the Party Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of such Party the Person entitled thereto if (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, but subject to the provisions of Section 4.2, the Person retaining such Deferred Transfer Asset shall, insofar as reasonably possible and to the extent permitted by lawApplicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Effective Time to the LE Entity or the SHC Entity entitled to the receipt of such Deferred Transfer Asset. For the avoidance of doubt, the Person holding a Deferred Transfer Asset that is a Contract shall not be obligated to renew, extend or otherwise consent to a modification of such Contract. (bc) If and when the Consents and/or Governmental Approvalsall Transfer Impediments, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 2.3 or otherwise4.3(a), are obtained or removed (as appropriate)removed, the transfer transfer, assignment or novation of the applicable Deferred Transfer Asset or Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and/or the and any applicable Ancillary AgreementAgreement or Implementation Document. (cd) The Person retaining an any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset shall take or the deferral of the assumption of such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset. (d) If the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment Deferred Transfer Liability pursuant to Section 2.3 4.3(a) or otherwise, the other Party or a member of such other Party’s Group otherwise shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from on and after the Distribution DateEffective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however, that the other Party such Person shall not be obligated obligated, in connection with the foregoing, to extendexpend any money or pay any consideration in any form (including providing any letter of credit, renew guaranty or otherwise cause other financial accommodation) unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such ContractDeferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Any Deferred Transfer Asset shall be deemed to have been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 4.3 on the date such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter delivery to the extent that such other Party has engaged applicable Group as contemplated in any violation of Law Section 4.3. Any Deferred Transfer Liability shall be deemed to have been accepted or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party assumed pursuant to this Agreement). If and when any Section 4.3 on the date such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, assumption should have occurred pursuant to Section 2.1 in the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member absence of the Liable Party’s Transfer Impediments upon its actual acceptance or assumption by the applicable Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilitiesas contemplated in Section 4.3.

Deferred Transfers. (a) If the transfer or assignment of any Assets SpinCo Asset intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution DateRedemption, whether as a result of the provisions of Section 2.3 2.4 or for any other reason, then the Party retaining DG shall retain such SpinCo Asset and shall thereafter hold such SpinCo Asset in trust solely for the use and benefit of such Party entitled thereto if permitted SpinCo (and at the sole expenses of SpinCo) to the extent not prohibited by lawLaw. (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any SpinCo Asset pursuant to Section 2.3 2.4 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable SpinCo Asset shall be effected in accordance with the terms of this Agreement and/or the and any applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset DG shall take such actions with respect (at the sole expense of SpinCo) to any such retained SpinCo Asset as may be reasonably requested by the Person entitled to the AssetSpinCo. (d) If the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, Consents or any other release, substitution or amendment pursuant to contemplated under Section 2.3 2.4 or otherwiseotherwise under this Agreement, the other then (i) each Party or a member of such other Party’s Group Group, as applicable, that is party to such Contract or subject to such license or other obligation shall (i) continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, in each case (unless not permitted prohibited by Law or the terms thereof), as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed to which such Contract, license or retained such Liability as set forth in this Agreement obligation is to be assigned, transferred or conveyed hereunder had the impediment to transfer not existed (the “Liable Party”), and (ii) the Liable Party shall, or shall cause a member of its such Liable Party’s Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Redemption Date; provided, however, that the such other Party or member of such other Party’s Group shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Redemption Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that the Liability results from such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party (or to another member of the Liable Party’s Group, Group designated in writing by the Liable Party) all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such retained Contract, license or other Party pursuant to this Agreement)obligation. If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, leaseContract, license or other rights or obligations obligation shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party (or to another member of the Liable Party’s Group designated in writing by the Liable Party) without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and rights, obligations and other Liabilities.

Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution DateEffective Time, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law. (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset. (d) If the Parties are a Party is unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, the other that Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless obligation (the “Non-assigned Liability”). Unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the other Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; provided, however, that the other Non-assigned Liability. The first Party shall not be obligated to extend, renew or otherwise cause such Contracta Non-assigned Liability, license or other obligation to remain in effect beyond the term in effect as of the Distribution DateEffective Time. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this AgreementAsset). If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution DateEffective Time, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law. (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset. (d) If the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution DateEffective Time; provided, however, that the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution DateEffective Time. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this Agreement). If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Deferred Transfers. (a) If and to the transfer extent that the allocation to and vesting in Purchaser or assignment any of its Subsidiaries of any Purchased Assets intended pursuant to Section 2.1 or otherwise would be transferred a violation of applicable Law or assigned hereunder is require any consent or the approval of any Governmental Body or the fulfillment of any condition that cannot consummated be fulfilled by the Purchaser prior to the Closing then, unless the parties shall otherwise agree, the allocation to and vesting in Purchaser or on any of its Subsidiaries of such Purchased Asset shall be, without any further action by any party hereto, automatically deferred and any allocation or vesting of such Purchased Asset pursuant to Section 2.1 or otherwise shall be null and void until such time as all violations of applicable Law are eliminated, such consents or approvals of Governmental Bodies are obtained, and such conditions are fulfilled, which in all cases shall be no later than twelve (12) months from the Distribution DateClosing Date unless otherwise agreed to by the parties hereto. Any such Purchased Asset shall be deemed a “Deferred Transfer Purchased Asset.” (b) If and to the extent that the allocation to Purchaser or any of its Subsidiaries of, whether as a result of the provisions of and Purchaser’s or any such Subsidiary’s becoming responsible for, any Assumed Liabilities pursuant to Section 2.3 or otherwise would be a violation of applicable Law or require any consent or approval of any Governmental Body or the fulfillment of any condition that cannot be fulfilled by Seller prior to the Closing, then, unless the parties hereto shall otherwise agree, the allocation to Purchaser or any of its Subsidiaries of, and Purchaser’s or any such Subsidiary’s becoming responsible for, such Assumed Liability shall, without any further action by any party, be automatically deferred and any allocation or responsibility for such Assumed Liability pursuant to Section 2.3 or otherwise shall be null and void until such time as all violations of applicable Law are eliminated, such consents or approvals of Governmental Bodies are obtained, and such conditions are fulfilled. Any such Assumed Liability shall be deemed a “Deferred Transfer Assumed Liability.” (c) With respect to any other reasonDeferred Transfer Purchased Asset or any Deferred Transfer Assumed Liability, then insofar as it is reasonably possible, (i) Seller shall, and shall cause any applicable Subsidiary of the Party retaining such Asset shall thereafter Seller to, following the Closing, hold such Deferred Transfer Purchased Asset for the use and benefit of Purchaser and its Subsidiaries (at the expense of Purchaser) and (ii) Purchaser shall, or shall cause its applicable Subsidiary to, pay or reimburse Seller for all amounts paid or incurred in connection with the retention of such Party entitled thereto if Deferred Transfer Assumed Liability. In addition, Seller shall, and shall cause any applicable Subsidiary of the Seller to, insofar as reasonably possible and to the extent permitted by law. (b) If applicable Law, hold and when treat such Deferred Transfer Purchased Asset in the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence ordinary course of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected business in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall past practice and take such other actions with respect to such Asset as may be reasonably requested by Purchaser in order to place Purchaser or any of its Subsidiaries, insofar as permissible under applicable Law and reasonably possible, in the Person same position as if such Deferred Transfer Purchased Asset had been transferred to and vested in Purchaser or an applicable Subsidiary of the Purchaser at the Closing and so that, to the extent possible, all the benefits and burdens relating to such Deferred Transfer Purchased Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Purchased Asset, are to inure from and after the Closing to Purchaser or its applicable Subsidiary entitled to the receipt of such Deferred Transfer Purchased Asset. (d) If and when the Parties are unable to obtainconsents, approvals of Governmental Bodies and/or conditions, the absence or to cause to be obtained, non-satisfaction of which caused the deferral or transfer of any such required Governmental Approvals, Consents, release, substitution Deferred Transfer Purchased Asset or amendment Deferred Transfer Assumed Liability pursuant to Section 2.3 7.22(a) and Section 7.22(b), are obtained or otherwisesatisfied, the other Party transfer, allocation or a member novation of such other Party’s Group the applicable Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability shall continue be effected in accordance with and subject to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement Agreement. (the “Liable Party”e) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; provided, however, that the other Party Seller shall not be obligated to extendobligated, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; providedwith the foregoing, that to expend any money unless the Liable Party shall have no obligation to indemnify the other Party necessary funds are advanced, assumed or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged agreed in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause advance to be promptly paid reimbursed by Purchaser, other than reasonable attorney’s fees and recording or remitted, to the Liable Party or to another member of the Liable Party’s Groupsimilar fees, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this Agreement). If and when any such Governmental Approval, Consent, release, substitution or amendment which shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilitiesreimbursed by Purchaser.

Deferred Transfers. (a) If and to the transfer or assignment extent that the allocation to and vesting in Purchaser of any Purchased Assets intended pursuant to Section 2.1 or otherwise would be transferred a violation of applicable Law or assigned hereunder is require any Consent or the approval of any Governmental Body or the fulfillment of any condition that cannot consummated be fulfilled by the Purchaser prior to the Closing then, unless the Parties shall otherwise agree, the allocation to and vesting in Purchaser of such Purchased Asset shall, without any further action by any Party, be automatically deferred and any allocation or on vesting of such Purchased Asset pursuant to Section 2.1 or otherwise shall be null and void until such time as all violations of applicable Law are eliminated, such Consents or approvals of Governmental Bodies are obtained, and such conditions are fulfilled. Any such Purchased Asset shall be deemed a “Deferred Transfer Purchased Asset.” (b) If and to the Distribution Dateextent that the allocation to Purchaser of, whether as a result of the provisions of and Purchaser’s becoming responsible for, any Assumed Liabilities pursuant to Section 2.3 or otherwise would be a violation of applicable Law or require any Consent or approval of any Governmental Body or the fulfillment of any condition that cannot be fulfilled by Seller prior to the Closing, then, unless the Parties shall otherwise agree, the allocation to Purchaser of, and Purchaser’s becoming responsible for, such Assumed Liability shall, without any further action by any Party, be automatically deferred and any allocation or responsibility for such Assumed Liability pursuant to Section 2.3 or otherwise shall be null and void until such time as all violations of applicable Law are eliminated, such Consents or approvals of Governmental Bodies are obtained, and such conditions are fulfilled. Any such Assumed Liability shall be deemed a “Deferred Transfer Assumed Liability.” (c) With respect to any other reasonDeferred Transfer Purchased Asset or any Deferred Transfer Assumed Liability, then insofar as it is reasonably possible, (i) Seller shall, and shall cause any applicable Subsidiary to, following the Party retaining such Asset shall thereafter Closing, hold such Deferred Transfer Purchased Asset for the use and benefit of Purchaser and its Subsidiaries (at the expense of Purchaser) and (ii) Purchaser shall, or shall cause its applicable Subsidiary to, pay or reimburse Seller for all amounts paid or incurred in connection with the retention of such Party entitled thereto if Deferred Transfer Assumed Liability. In addition, Seller shall, and shall cause any applicable Subsidiary to, insofar as reasonably possible and to the extent permitted by law. (b) If applicable Law, hold and when treat such Deferred Transfer Purchased Asset in the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence Ordinary Course of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected Business in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall past practice and take such other actions with respect to such Asset as may be reasonably requested by Purchaser in order to place Purchaser, insofar as permissible under applicable Law and reasonably possible, in the Person same position as if such Deferred Transfer Purchased Asset had been transferred to and vested in Purchaser or an applicable Subsidiary at the Closing and so that, to the extent possible, all the benefits and burdens relating to such Deferred Transfer Purchased Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Purchased Asset, are to inure from and after the Closing to Purchaser or its applicable Subsidiary entitled to the receipt of such Deferred Transfer Purchased Asset. (d) If and when the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, releaseapprovals of Governmental Bodies and/or conditions, substitution the absence or amendment non-satisfaction of which caused the deferral or transfer of any Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability pursuant to Section 2.3 8.12(a), are obtained or otherwisesatisfied, the other Party transfer, allocation or a member novation of such other Party’s Group the applicable Deferred Transfer Purchased Asset or Deferred Transfer Assumed Liability shall continue be effected in accordance with and subject to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement Agreement. (the “Liable Party”e) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; provided, however, that the other Party Seller shall not be obligated to extendobligated, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; providedwith the foregoing, that to expend any money unless the Liable Party necessary funds are advanced, assumed or agreed in advance to be reimbursed by Purchaser, other than reasonable attorney’s fees and recording or similar fees, all of which shall have no obligation be promptly reimbursed by Purchaser. (f) For a period of nine months after the Closing Date, subject to indemnify reasonable security procedures and giving due regard to regulatory considerations (e.g., segregation) including the other Party or any member of right to relocate such other Party’s Group with respect to any matter employees within the applicable premises, to the extent that Excluded Employees occupied real property subject to a Transferred Real Property Lease prior to Closing, such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shallExcluded Employees shall be permitted to continue to occupy and use such real property to the same extent and for the same purposes as such real property was occupied and used by such Excluded Employees prior to the Closing, without further charge or consideration. (g) For a period of nine months after the Closing Date, promptly pay subject to reasonable security procedures and remitgiving due regard to regulatory considerations (e.g., or cause segregation) including the right to be promptly paid or remittedrelocate such employees within the applicable premises, after the Closing, to the Liable Party or extent Transferred Employees occupied real property is not subject to another member of the Liable Party’s Groupa Transferred Real Property Lease prior to Closing, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this Agreement). If and when any such Governmental Approval, Consent, release, substitution or amendment Transferred Employees shall be obtained or permitted to continue to occupy and use such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group real property to the Liable Party or same extent and for the same purposes as such real property was occupied and used by such Transferred Employees prior to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s GroupClosing, without the payment of any further charge or consideration, shall assume such rights and obligations and other Liabilities.