Common use of Deferred Transfers Clause in Contracts

Deferred Transfers. (i) Notwithstanding anything to the contrary ------------------ contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and such Authorizations or consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser of the obligations thereunder.

Deferred Transfers. (a) If, on the Closing Date, Seller has not obtained any authorization, approval, order, license, permit, franchise or consent from any Governmental Entity or any counterparty to a contract (an "Approval"), (i) Notwithstanding anything which is necessary in order to effect the transfer of any of the Acquired Assets to Buyer pursuant to the contrary ------------------ contained terms and conditions of this Agreement or (ii) the absence of which would render such transfer void or voidable, then, in this Agreementeach such case, such Acquired Assets (the "Deferred Items") shall be withheld from sale pursuant to the extent that Agreement without any reduction in the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents Purchase Price. From and such Authorizations or consents shall not have been obtained prior to after the Closing, this Agreement Seller and Buyer shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall continue to use its Commercially Reasonable Efforts commercially reasonable efforts to obtain promptly such Authorizations all Approvals relating to the Deferred Items or consentsthe transfer thereof; provided, however, provided that the Seller shall not be required to pay make any consideration therefor, other than filing, recordation payments or similar fees payable agree to any domestic or foreign government or governmental authoritymaterial undertakings in connection therewith. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens Upon receipt of such Asset Sold or Assumed Liability not soldApproval with respect to any Deferred Item, assigned, transferred, conveyed, delivered or assumed at such Deferred Item shall be transferred to Buyer and constitute an "Acquired Asset" for purpose of the Closing Agreement. (b) Until such time as any Deferred Items have been transferred to Buyer pursuant to this Section 1.4 (each, a "Deferred ItemTransfer") ), the Deferred Items shall be held for Buyer's benefit and (ii) the Acquired Assets comprising Deferred Items shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, Taxes or other items generated thereby to be for Buyer's account. Seller shall enforce, at the reasonable request not have any liability to Buyer arising out of the Purchaser management or operation by Seller of any Acquired Asset comprising Deferred Items, other than for the account gross negligence or willful misconduct. Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller's post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the PurchaserDeferred Items, including, without limitation, the amount of any rights additional Taxes payable by Seller (whether currently or in the future) in excess of the Seller arising from such amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Item. Once such Authorization Items had been transferred to Buyer or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one any of its Affiliates toon the Closing Date. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer's receipt of any ▇▇▇▇, effect the assumption claim, invoice or other request for payment from Seller. Subject to applicable law and regulations Seller shall, in respect of any Deferred Item constituting an obligation. To Items, use all commercially reasonable efforts to follow and implement the extent that any such Deferred Item cannot be transferred or the full benefits reasonable written instructions and liabilities policies of use of any such Deferred Item cannot be provided Buyer relating to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser holding of the obligations thereunderDeferred Items.

Deferred Transfers. (a) If, on the Closing Date: (i) Notwithstanding anything to the contrary ------------------ contained in this AgreementSeller or Buyer has not obtained any authorization, to the extent that the saleapproval, assignmentorder, transferlicense, conveyance permit, franchise or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and such Authorizations or consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to consent from any domestic or foreign government or governmental authority. Pending such Authorization authority or consentany counterparty to a contract (an "APPROVAL"): (A) which is necessary in order to effect the transfer of any of the Acquired Assets to Buyer pursuant to the terms and conditions of this Agreement, or (iB) the Parties shall cooperate with each other absence of which would render such transfer void or voidable or subject Buyer, Seller or any of their respective officers, directors or agents to civil or criminal liability; or (ii) there is in effect any reasonable temporary or appealable injunction, restraining order or decree of any nature of any court or governmental agency or body of competent jurisdiction that restrains or prohibits the transfer to Buyer of any Acquired Asset pursuant to the terms and lawful arrangements designed conditions of this Agreement, but which does not prevent the conditions precedent to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing set forth in Section 5 from being satisfied (a "NON-FINAL INJUNCTION"); then, in each such case, such Acquired Assets (the "DEFERRED ITEMS") shall be withheld from sale pursuant to the Agreement without any reduction in the Purchase Price. From and after the Closing, Seller and/or Buyer shall continue to use reasonable efforts to obtain all Approvals relating to the Deferred Items or the transfer thereof and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be lifted; PROVIDED that Seller shall not be required to make any payments or agree to any material undertakings in connection therewith. (b) Until such time as any Deferred Items have been transferred to Buyer pursuant to Section 1.4(c) or otherwise disposed of in accordance with Section 1.4(d) (each, a "DEFERRED TRANSFER"), the Deferred Item") Items shall be held for Buyer's benefit and (ii) the Acquired Assets comprising Deferred Items shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, Taxes or other items generated thereby to be for Buyer's account. Seller shall enforce, at the reasonable request not have any liability to Buyer arising out of the Purchaser management or operation by Seller of any Acquired Asset comprising Deferred Items, other than for the account gross negligence or willful misconduct. Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller's post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the PurchaserDeferred Items, including, without limitation, the amount of any rights additional Taxes payable by Seller (whether currently or in the future) in excess of the Seller arising from such amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Item. Once such Authorization Items had been transferred to Buyer or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one any of its Affiliates to(as defined in Section 2.7(a)) on the Closing Date. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer's receipt of any ▇▇▇▇, effect claim, invoice or other request for payment from Seller. For purposes of this Agreement, "BUSINESS DAY shall mean any day other than a Saturday or Sunday or a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed. From the assumption Closing to the date of the Deferred Transfer, Seller shall hold the Deferred Items and hold or operate the Acquired Assets comprising the Deferred Items only in the ordinary course substantially consistent with past practice; PROVIDED, HOWEVER, that Seller shall not be required to finance the operations of the Business directly or indirectly. Subject to applicable law and regulations (including, without limitation, all laws and regulations requiring investment approvals or consents or antimonopoly clearances, exemptions or waivers in connection with any disposition of the Deferred Items, and all exchange controls and laws concerning foreign corrupt practices, expatriation of funds or otherwise), Seller shall, in respect of any Deferred Item constituting an obligation. To Items, use all reasonable efforts to follow and implement the extent that reasonable written instructions and policies of Buyer relating to the holding of the Deferred Items. (c) Unless otherwise disposed of upon Buyer's instructions in accordance with Section 1.4(d), the deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment relating to the relevant Acquired Assets as are necessary under applicable law in order to transfer effectively such Deferred Items, free and clear of all liens (except for liens which had existed on the Closing Date and had been disclosed to Buyer and liens which were created for Buyer's benefit during the period the Deferred Items were being held for Buyer's benefit), will be delivered to Buyer on the date which is fifteen (15) Business Days after all Approvals relating to any such Deferred Item cannot be transferred or the full benefits and liabilities of use of transfer thereof shall have been obtained and/or after any Non-Final Injunction relating to any such Deferred Item canItems or the transfer thereof has been lifted or on such other date as the Parties hereto may mutually agree. (d) At any time prior to the Deferred Transfer relating to any of the Deferred Items, Seller shall, on Buyer's written instructions (subject to applicable law and regulations), or may at any time after twelve (12) months from the Closing, with Buyer's consent (which shall not be provided unreasonably withheld, conditioned or delayed), for Buyer's benefit, dispose of the Deferred Items and remit the proceeds of such sale (less withholding or similar Taxes, if any, payable with respect to the Purchaser following the Closing such disposition or remittance) to Buyer; PROVIDED, that Seller shall not have any liability to any third party arising out of such transactions other than for gross negligence or willful misconduct; and PROVIDED, FURTHER, that any amount remitted to Buyer pursuant to this Section 13.21.4(d) shall be reduced by, then to the Purchaser extent not previously paid by or on behalf of Buyer pursuant to Section 1.4(b), the amount of any and the all debts, liabilities and other obligations described in Section 1.4(b) imposed upon or incurred by Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent as a result of obtaining such Authorization Seller's post-Closing direct or consent and the performance by the Purchaser indirect ownership, management, operation or sale of the obligations thereunderDeferred Items, including, without limitation, the amount of any Taxes (other than Taxes previously paid by Buyer pursuant to Article IX), payable by Seller as a result thereof.

Deferred Transfers. (ia) Notwithstanding anything to the contrary ------------------ contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser Buyer of any Asset Sold or Subsidiary Interest is prohibited by any applicable federal, national, state, provincial, municipal, foreign or local law, statute, ordinance, act, rule, regulation, governmental requirement, directive, decision, order, judgment or decree of any kind in any country ("Law") or would require any governmental or third-party authorizations, approvals, consents or waivers (each, an "Approval") and such Approvals shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, Seller shall use its, and shall cause the Subsidiary Asset Sellers to use their, reasonable efforts to obtain promptly such Approvals; provided, however, that no Asset Seller shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Approval, (i) the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of such Asset or Subsidiary Interest not sold, assigned, transferred, conveyed or delivered at the Closing (each, a "Deferred Item") and (ii) Seller shall, or shall cause the applicable Subsidiary Asset Seller to, enforce, at the reasonable request of Buyer for the account of Buyer, any rights of the applicable Asset Seller arising from such Deferred Item. Once such Approval for the sale, assignment, transfer, conveyance or delivery of a Deferred Item is obtained, Seller shall, or shall cause the applicable Subsidiary Asset Seller to, promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to Buyer for no additional consideration. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to Buyer following the Closing pursuant to this Section 1.10(a), then Buyer and Seller shall enter into such arrangements (including subleasing or contracting if permitted) to provide to Buyer the economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such Approval and the performance by Buyer of the obligations thereunder. Nothing in this Section 1.10(a) shall affect Buyer's rights pursuant to Sections 5.7 and 7.1(b) hereof or its rights to indemnification pursuant to Section 8.1 hereof. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Seller of any Excluded Assets on the books of any Transferred Subsidiary (including, without limitation, the Contract For the Purchase of Gas Compressors and Gas Compression Services between Corpoven, S.A. and Southwest Industries, Inc., Venezuelan Branch, dated June 1995) or the assumption by the Purchaser Seller of any Assumed Liability Excluded Liabilities on the books of the Seller any Transferred Subsidiary is prohibited by any applicable Law or would require any Authorizations or consents Approval and such Authorizations or consents Approvals shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser of the obligations thereunder.,

Deferred Transfers. (ia) Notwithstanding anything to the contrary ------------------ contained in this AgreementIf, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and such Authorizations or consents shall not have been obtained prior to at the Closing, this Agreement shall Seller or Buyer has not constitute a saleobtained any authorization, assignmentapproval, transferorder, conveyancelicense, delivery permit, franchise or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to consent from any domestic or foreign government or governmental authority. Pending such Authorization authority or consent, any counterparty to a contract (an “Approval”): (i) which is necessary in order to effect the Parties transfer of any of the Acquired Assets (including, for the avoidance of doubt, any right to receive payment under any Transferred Purchase Order) to Buyer or Buyer Subsidiaries pursuant to the terms and conditions of this Agreement, or (ii) the absence of which would render such transfer void or voidable or subject any member of the Buyer Group, any member of the Seller Group, or any of their respective officers, directors or agents to civil or criminal liability; or then, in each such case, such Acquired Assets (the “Deferred Assets”) shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price. (b) From and after the Closing, Buyer and each relevant Buyer Subsidiary shall use all commercially reasonable efforts to obtain the requisite Approvals relating to the Deferred Assets or the transfer thereof, and Seller and each other relevant member of the Seller Group shall use all commercially reasonable efforts to cooperate with each the Buyer Group with respect thereto; provided that neither Seller nor any other member of the Seller Group shall be required to make any payments or agree to any material undertakings in connection therewith. In the event that Seller reasonably believes that Buyer has not used commercially reasonable efforts to obtain the requisite Approvals with respect to the Deferred Assets, Seller may, in its sole discretion, seek to obtain such Approvals, and Buyer shall reimburse Seller for all reasonable expenses incurred by Seller in connection therewith. (c) Until such time as any reasonable and lawful arrangements designed Deferred Assets have been transferred to provide the Purchaser the benefits and burdens of such Asset Sold Buyer or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing Buyer Subsidiaries pursuant to Section 1.4(d) (each, a "“Deferred Item") and (ii) Transfer”), the Deferred Assets shall be held for Buyer’s or the relevant Buyer Subsidiary’s benefit, with all gains, income, losses, Taxes, payments under Transferred Purchase Orders or other items generated thereby to be for Buyer’s or the relevant Buyer Subsidiary’s account. In addition, to the extent any Deferred Asset is a Contract, Seller shall enforceenter into a commercially reasonable subcontracting or similar arrangement with Buyer designed to provide Buyer the benefits intended to be assigned to Buyer pursuant to such Contract, including the enforcement at the reasonable request of the Purchaser cost and for the account of the Purchaser, Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and Buyer shall discharge all liabilities and obligations of Seller under such Acquired Asset, as though Buyer had assumed the Acquired Asset at the Closing. In all events, Seller shall not have any liability to Buyer or any Buyer Subsidiary arising out of the management or operation by Seller of any Acquired Asset comprising Deferred Assets, other than for gross negligence or willful misconduct. (d) Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller’s post-Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the Deferred Assets, including the amount of any additional Taxes payable by Seller (whether currently or in the future) in excess of the amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Assets had been transferred to Buyer or any of its Affiliates (as defined in Section 9.3) at the Closing. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer’s receipt of any ▇▇▇▇, claim, invoice or other request for payment from Seller. (e) Unless otherwise disposed of in accordance with Section 1.1(f), Seller shall deliver to Buyer and each relevant Buyer Subsidiary the deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment necessary to transfer effectively any Deferred Asset on the date which is fifteen (15) Business Days after all Approvals relating to any such Deferred Item. Once such Authorization Asset or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is transfer thereof shall have been obtained, or on such other date as the Parties may mutually agree. (f) At any time prior to the Deferred Transfer relating to any of the Deferred Assets, Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, (or shall cause one the applicable Seller Subsidiary), on Buyer’s written instructions (subject to applicable law and regulations), or may at any time after twelve (12) months from the Closing with Buyer’s consent (which shall not be unreasonably withheld, conditioned or delayed), for Buyer’s or the relevant Buyer Subsidiary’s benefit, dispose of its Affiliates tothe Deferred Assets (or, effect in the assumption case of any Deferred Item constituting an obligation. To Asset that is a Contract, terminate such Contract) and remit the extent proceeds of such sale (less withholding or similar Taxes, if any, payable with respect to such disposition or remittance) to Buyer or the relevant Buyer Subsidiary; provided, that Seller shall not have any liability to any third party arising out of such transactions other than for gross negligence or willful misconduct; provided, further, that any such Deferred Item cannot be transferred amount remitted to Buyer or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing a Buyer Subsidiary pursuant to this Section 13.21.4(f) shall be reduced by the amount of any Deferred Asset Claim, then to the Purchaser extent not previously paid by or on behalf of Buyer pursuant to Section 6.2; provided, further, however, that to the extent that Seller would incur costs, expenses or liabilities (other than routine costs and expenses typical to the termination of such Contracts) in connection with the termination of any Contract, such costs, expenses or liabilities shall be borne solely by Buyer, and Buyer shall reimburse Seller promptly for all such costs, expenses or liabilities as incurred. Notwithstanding the foregoing, Seller shall enter into not be required to terminate any Contract pursuant to this Section 1.4(f) in the event that Seller would otherwise have continuing rights in such arrangements (including subcontracting if permitted) to provide Contract which Seller requires for the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent ongoing operation of obtaining such Authorization or consent and the performance by the Purchaser of the obligations thereunderits retained business operations.

Deferred Transfers. (ia) Notwithstanding anything to the contrary ------------------ contained in this Agreement, If and to the extent that the sale, assignment, transfer, conveyance assignment or delivery or attempted sale, assignment, transfer, conveyance or delivery novation to the Purchaser TG Group of any Asset Sold TG Business Assets or TG Liabilities, or to the assumption by the Purchaser SVM Group of any Assumed Liability on the books SVM Business Assets or SVM Liabilities, would be a violation of the Seller is prohibited by any applicable Law or would require any Authorizations Consent or consents and such Authorizations Governmental Approval or consents the fulfillment of any condition that cannot be fulfilled by the applicable member of the TG Group or the SVM Group (the “Transfer Impediments,” which for the avoidance of doubt, shall not include 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 TG Business Assets or TG Liabilities or SVM Business Assets or SVM 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 obtained 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 Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the ClosingDistribution Effective Time, whether as a result of the provisions of Section 5.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (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 applicable 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 TG Group or the SVM Group entitled to the receipt of such Deferred Transfer Asset. (c) If and when all Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 5.3(a), are removed, the 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 any applicable Ancillary Agreement or Implementation Document. (d) The Person retaining 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 continue on and after the Distribution Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, that such Person shall not constitute a salebe obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be 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 5.3 at the time such transfer should have occurred pursuant to Section 2.1(b) in the absence of the Transfer Impediments upon its actual contribution, distribution, assignment, transfer, conveyance, license or delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereofto the applicable Group as contemplated in Section 5.3. Following the Closing, the Seller Any Deferred Transfer Liability shall use its Commercially Reasonable Efforts be deemed to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered have been accepted or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then 5.3 at the Purchaser and time such assumption should have occurred pursuant to Section 2.1 in the Seller shall enter into such arrangements (including subcontracting if permitted) to provide absence of the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization Transfer Impediments upon its actual acceptance or consent and the performance assumption by the Purchaser applicable Group as contemplated in Section 5.3. (f) Any Deferred Transfer Asset or Deferred Transfer Liability shall be treated, for all Tax purposes, as (i) owned by the Person to which such Asset was intended to be transferred or by the Person which was intended to assume such Liability, as the case may be, from and after the Distribution Effective Time, (ii) having not been owned by the Person retaining such Asset or Liability, 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 obligations thereunderother Person from and after the Distribution Effective Time until the date such Asset or Liability, as the case may be, is transferred to or assumed by such other Person. The Parties shall not, and shall cause members of their respective Groups not to, take any position inconsistent with the foregoing unless otherwise required by applicable Law (in which case, such Parties shall provide indemnification for any Taxes attributable to the Asset or Liability during the period beginning on the Distribution Date and ending on the date of the actual transfer).

Deferred Transfers. If, on the Closing Date, (i) Notwithstanding anything Seller has not obtained any authorization, approval, consent or release required to permit or enable Seller to transfer, assign or novate (a "Transfer") all of Seller's right, title or interest in or to any Assets and liabilities or obligations under any of the Assets to be transferred to Buyer as provided in this Agreement (any such authorization, approval, consent or release being referred to herein as a "Consent") or if an attempted Transfer of any of the Assets would be ineffective or would adversely affect Buyer's ability to acquire or Seller's ability to convey the same and (ii) the conditions precedent to the contrary ------------------ contained Closing set forth in this AgreementArticles 9 and 10 have otherwise been satisfied, then, at the election of Buyer, such Assets shall constitute "Deferred Transferred Assets" and shall not be transferred to Buyer at the Closing. After the Closing (A) Seller and Buyer will continue to use commercially reasonable efforts to obtain the Consent and/or to remove any other impediments to the extent Transfer of each Deferred Transferred Asset; (B) until the Transfer of any Deferred Transferred Asset, Seller will cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery benefits of such interest to the Purchaser same extent as if it were Seller, with all costs and expenses thereof, as well as all gains, income, losses, taxes or other items generated thereby to be for Buyer's account; (C) Seller will Transfer each Deferred Transferred Asset to Buyer within five (5) business days after the receipt of any such Consent and/or the removal of such impediment; and (D) if Buyer shall receive the benefits of a Deferred Transferred Asset, such Deferred Transferred Asset Sold or will be deemed to be an Assumed Liability, and Buyer shall perform the assumption by the Purchaser obligations of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents and arising under such Authorizations or consents shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consentsDeferred Transferred Asset; provided, however, that if Buyer is not able to receive the Seller benefits of a Deferred Transferred Asset (for any reason not directly or indirectly resulting from Buyer's refusal to accept such benefits), such Deferred Transferred Asset will be deemed to be an Excluded Liability and Buyer shall not be obligated to perform the obligations of Seller arising under such Deferred Transferred Asset. The provisions of this Section 2.4 will not apply to the approvals required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, FCC or any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligation. To the extent that any such Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser of the obligations thereunder"Mandatory Consents" as set forth in Schedule 7.2.3.

Deferred Transfers. (a) If, on the Closing Date, Seller has not obtained any authorization, approval, order, license, permit, franchise or consent from any Governmental Entity or any counterparty to a contract (an "Approval"), (i) Notwithstanding anything which -------- is necessary in order to effect the transfer of any of the Acquired Assets to Buyer pursuant to the contrary ------------------ contained terms and conditions of this Agreement or (ii) the absence of which would render such transfer void or voidable, then, in this Agreementeach such case, such Acquired Assets (the "Deferred Items") shall be withheld from sale pursuant -------------- to the extent that Agreement without any reduction in the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents Purchase Price. From and such Authorizations or consents shall not have been obtained prior to after the Closing, this Agreement Seller and Buyer shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall continue to use its Commercially Reasonable Efforts commercially reasonable efforts to obtain promptly such Authorizations all Approvals relating to the Deferred Items or consentsthe transfer thereof; provided, however, provided that the Seller shall not be required to pay make any consideration therefor, other than filing, recordation payments or similar fees payable agree to any domestic or foreign government or governmental authority-------- material undertakings in connection therewith. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens Upon receipt of such Asset Sold or Assumed Liability not soldApproval with respect to any Deferred Item, assigned, transferred, conveyed, delivered or assumed at such Deferred Item shall be transferred to Buyer and constitute an "Acquired Asset" for purpose of the Closing Agreement. (b) Until such time as any Deferred Items have been transferred to Buyer pursuant to this Section 1.4 (each, a "Deferred ItemTransfer") ), the Deferred ----------------- Items shall be held for Buyer's benefit and (ii) the Acquired Assets comprising Deferred Items shall be managed and operated by Seller for Buyer's benefit and account in the manner hereinafter provided from the Closing to the time of the respective Deferred Transfers, with all gains, income, losses, Taxes or other items generated thereby to be for Buyer's account. Seller shall enforce, at the reasonable request not have any liability to Buyer arising out of the Purchaser management or operation by Seller of any Acquired Asset comprising Deferred Items, other than for the account gross negligence or willful misconduct. Buyer shall reimburse Seller and shall hold Seller harmless from and against all liabilities incurred or asserted as a result of Seller's post- Closing direct or indirect ownership, management, operation or sale (other than to Buyer) of the PurchaserDeferred Items, including, without limitation, the amount of any rights additional Taxes payable by Seller (whether currently or in the future) in excess of the Seller arising from such amount of Taxes which would have been payable by Seller, after application of the terms of this Agreement, if the Deferred Item. Once such Authorization Items had been transferred to Buyer or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser shall, or shall cause one any of its Affiliates toon the Closing Date. Such reimbursement shall be made by Buyer and received by Seller within five (5) Business Days of Buyer's receipt of any ▇▇▇▇, effect the assumption claim, invoice or other request for payment from Seller. Subject to applicable law and regulations Seller shall, in respect of any Deferred Item constituting an obligation. To Items, use all commercially reasonable efforts to follow and implement the extent that any such Deferred Item cannot be transferred or the full benefits reasonable written instructions and liabilities policies of use of any such Deferred Item cannot be provided Buyer relating to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance by the Purchaser holding of the obligations thereunderDeferred Items.

Deferred Transfers. (ia) Notwithstanding anything to the contrary ------------------ contained in this Agreement, If and to the extent that the sale, assignment, transfer, conveyance assignment or delivery or attempted sale, assignment, transfer, conveyance or delivery novation to the Purchaser New Viacom Group of any Asset Sold New Viacom Assets or New Viacom Liabilities, or to the assumption by the Purchaser CBS Group of any Assumed Liability on the books CBS Assets or CBS Liabilities, would be a violation of the Seller is prohibited by any applicable Law or would require any Authorizations Consent or consents Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the New Viacom Group or CBS Group, then, unless the parties shall otherwise agree, the transfer, assignment or novation to the transferee or assignee of such New Viacom Assets or New Viacom Liabilities or CBS Assets or CBS Liabilities shall be automatically deemed deferred and any such Authorizations purported transfer or consents assignment shall not be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained or such condition has been fulfilled. Any such Liability shall be deemed a “Deferred Transfer Liability.” Any such Asset shall be deemed (i) a ”Deferred Transfer Asset” and (ii) notwithstanding the foregoing, a CBS Asset or New Viacom Asset, as the case may be, for purposes of determining whether any Liability related thereto is a CBS Liability or a New Viacom Liability. (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not consummated prior to or at the ClosingSeparation Date, this Agreement shall not constitute whether as a saleresult of the provisions of Section 2.11(a) or for any other reason, assignmentthen, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall use its Commercially Reasonable Efforts to obtain promptly such Authorizations or consents; provided, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consentinsofar as reasonably possible, (i) the Parties Person retaining such Deferred Transfer Asset shall cooperate with each other in any reasonable thereafter hold such Deferred Transfer Asset for the use and lawful arrangements designed to provide benefit of the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed Person entitled thereto (at the Closing (each, a "Deferred Item"expense of the Person entitled thereto) and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from Person intended to assume such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item to the Purchaser for no additional consideration and the Purchaser Transfer Liability shall, or shall cause one the applicable member of its Affiliates Group to, effect 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 applicable 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, without limitation, 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 Separation Date to the member or members of the New Viacom Group or the CBS Group entitled to the receipt of such Deferred Transfer Asset. (c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 2.11(a), are obtained or satisfied, the 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 applicable Ancillary Agreement. (d) The Person retaining 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 any Deferred Item constituting an obligation. To the extent that any such Deferred Item canTransfer Liability pursuant to Section 2.11(a) or otherwise shall not be transferred obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the full benefits and liabilities of use of any Person intended to be subject to such Deferred Item cannot Transfer Liability, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be provided to the Purchaser following the Closing pursuant to this Section 13.2, then the Purchaser and the Seller shall enter into such arrangements (including subcontracting if permitted) to provide the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance promptly reimbursed by the Purchaser Person entitled to such Deferred Transfer Asset or the Person intended to be subject to such Deferred Transfer Liability. (e) Each of New Viacom and CBS shall, and shall cause the members of its Group to, (i) treat for all Income Tax purposes (A) the Deferred Transfer Assets as assets owned by the Person entitled to such Deferred Transfer Assets as of the obligations thereunderSeparation Date and (B) the Deferred Transfer Liabilities as liabilities owed by the Person intended to be subject to such Deferred Transfer Liabilities as of the Separation Date and (ii) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Income Taxes).

Deferred Transfers. If, on the Closing Date, Seller or Purchaser has ------------------ not obtained any authorization, approval, order, license, permit, franchise or consent from any Person (ian "Approval") Notwithstanding anything with respect to a transfer of an Acquired Asset in the absence of which Approval the conditions precedent to the contrary ------------------ contained Closing set forth in this AgreementArticle VII would nevertheless be satisfied and which Approval is either necessary in order to transfer the relevant Acquired Asset or the failure to obtain which would subject Purchaser, to the extent that the saleSeller or any subsidiary, assignmentor any officer, transfer, conveyance director or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser agent of any Asset Sold such person to civil or criminal liability or could render such transfer void or voidable, such Acquired Assets (the assumption by "Deferred Assets") shall be withheld from sale without any reduction in the Purchaser of any Assumed Liability on the books of the Seller is prohibited by any applicable Law or would require any Authorizations or consents Purchase Price. From and such Authorizations or consents shall not have been obtained prior to after the Closing, this Agreement Seller and/or Purchaser shall not constitute a sale, assignment, transfer, conveyance, delivery or assumption, or any attempted sale, assignment, transfer, conveyance, delivery or assumption, thereof. Following the Closing, the Seller shall continue to use its Commercially Reasonable Efforts reasonable efforts to obtain promptly such Authorizations or consents; providedall Approvals, however, that the Seller shall not be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Authorization or consent, (i) the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide the Purchaser the benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned, transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred Item") and (ii) the Seller shall enforce, at the reasonable request of the Purchaser for the account of the Purchaser, any rights of the Seller arising from such Deferred Item. Once such Authorization or consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Deferred Item is obtained, the Seller shall promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Deferred Item relating to the Purchaser for no additional consideration and Deferred Assets or the Purchaser shall, or shall cause one of its Affiliates to, effect the assumption of any Deferred Item constituting an obligationtransfer thereof. To the extent that any such Deferred Item cannot be transferred or the full benefits consistent with applicable law and liabilities of use of any such Deferred Item cannot be provided to the Purchaser following the Closing pursuant to this Section 13.2Agreement, then the Purchaser and the Seller shall will enter into such arrangements (including subcontracting if permitted) to provide a mutually reasonably acceptable agreement or agreements governing the Purchaser the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such Authorization or consent and the performance management by the Purchaser of the obligations thereunderAcquired Assets comprising the Deferred Assets. Until such time as any Deferred Assets have been transferred to Purchaser, the Deferred Assets shall be held for Purchaser's benefit and the Deferred Assets shall be managed and operated by Seller for Purchaser's benefit and account from the Closing to the time of the respective transfers, with all gains, income, losses, expenses, taxes or other items generated thereby to be for Purchaser's account.