Common use of Transfers Not Consummated On or Prior to the Distribution Date Clause in Contracts

Transfers Not Consummated On or Prior to the Distribution Date. Subject to Section 2.2.4 hereof, to the extent that the transfer to BJI of any of the BJI Assets or the assumption by BJI of any of the BJI Assumed Liabilities shall not have been consummated on or prior to the Distribution Date, Waban and BJI shall cooperate to effect such consummation as promptly thereafter as shall be practicable, it nonetheless being understood and agreed by Waban and BJI that neither shall be liable in any manner to any person who is not a party to this Agreement for any failure of any of the transfers contemplated by Section 2 to be consummated on or subsequent to the Distribution Date. Whether or not all of the BJI Assets or the BJI Assumed Liabilities shall have been legally transferred to BJI as of the Distribution Date, Waban and BJI agree that, as of the Distribution Date, BJI shall have, and shall be deemed to have acquired, complete and sole beneficial ownership over all of the BJI Assets, together with all of Waban's rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the BJI Assumed Liabilities and all of Waban's duties, obligations and responsibilities incident thereto.