Common use of Deferred Assets Clause in Contracts

Deferred Assets. (a) Notwithstanding anything to the contrary herein, unless otherwise determined by Buyer, this Agreement shall not constitute an agreement to assign or transfer any Contract, or any claim, right or benefit arising thereunder or resulting therefrom (any such Contract, claim, right or benefit, a “Deferred Item”), if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof or would give the other party thereto a right to cancel or unilaterally amend an Assumed Contract or to adjust the terms of performance thereof (any such required consent, a “Deferred Consent”). From and after the Closing, Sellers will use commercially reasonable efforts to obtain such Deferred Consent as soon as practicable after the Closing. Until such Deferred Consent is obtained, Sellers will use commercially reasonable efforts to provide to Buyer, upon the written request of Buyer, benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and responsible for all of the related and proportional obligations and Liabilities thereunder that it would have incurred if such Deferred Item had been transferred at Closing, in each case to the extent Buyer is receiving the benefit of the Deferred Item). In the event that any such Deferred Consent is not obtained prior to the Closing, then, at Buyer’s request with respect to any particular Deferred Item or group of Deferred Items (and without imposing any corresponding obligation on Buyer or limiting any other rights Buyer may have hereunder), Buyer and Sellers will enter into such arrangements (including subleasing or subcontracting if permitted) as Buyer deems reasonably necessary to provide to Buyer the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Deferred Item, including enforcement for the benefit of Buyer of all claims or rights arising thereunder on a prompt and punctual basis. Upon receipt of any Deferred Consent after the Closing Date, at Buyer’s request, such Deferred Item shall be transferred and assigned to Buyer.

Deferred Assets. (a) Notwithstanding anything to As provided in the contrary hereinTransition Services Agreement, unless otherwise determined by Buyerfollowing the Closing, this Agreement Seller shall not assist the Buyer in replacing the Shared Contracts. As of the Closing Date, the [***] Equipment shall constitute an agreement to assign or transfer any ContractExcluded Asset and the [***] Agreements shall constitute Shared Contracts. The Parties acknowledge and agree that, or any claim, right or benefit arising thereunder or resulting therefrom (any such Contract, claim, right or benefit, a “Deferred Item”), if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Authority, as the case may be, would constitute a breach thereof or would give the other party thereto a right to cancel or unilaterally amend an Assumed Contract or to adjust the terms of performance thereof (any such required consent, a “Deferred Consent”). From from and after the Closing, Sellers Seller will use commercially reasonable efforts to obtain maintain in effect, and (subject to compliance with the [***] Agreements) provide Buyer the benefits under, the [***] Agreements until such Deferred Consent time as soon as practicable after Buyer has either assumed the Closing. Until such Deferred Consent is obtained[***] Agreements or entered into replacement agreements directly with [***], Sellers will and the Parties shall reasonably cooperate and use commercially reasonable efforts to provide obtain consent from [***] to assign the [***] Agreements to Buyer, upon including any amendments thereto on which the written request Parties mutually agree; provided, that (a) in no event shall the foregoing require the payment of Buyermoney by Seller to [***] or otherwise except as specifically set forth in this Agreement, benefits and (b) Seller shall retain the right to use the [***] Equipment until (i) such consent has been obtained and (ii) Buyer is fully authorized and able to operate and use the [***] Equipment. Notwithstanding anything to the contrary in this Agreement, following the Closing, Seller shall be responsible for paying, and shall pay, to [***] only those Milestone Payments under the Deferred Item to which such Deferred Consent relates [***] License (with Buyer as in effect on the date hereof) that become payable for the first Indication of “[***]” (i.e., the $[***], and the $[***]). Seller will be entitled to use all credits that have accrued under the benefits [***] License prior to the Closing Date when making any such payment, and the Buyer Parties will not use any credit that accrued under the [***] License prior to the Closing Date, including the credits described on Section 2.7(c) of the Disclosure Schedule. Buyer shall be responsible for all of other payments that become payable to [***] under or in connection with the related and proportional obligations and Liabilities thereunder that it would have incurred if such Deferred Item had been transferred at Closing, in each case to the extent Buyer is receiving the benefit of the Deferred Item). In the event that any such Deferred Consent is not obtained prior to the Closing, then, at Buyer’s request with respect to any particular Deferred Item or group of Deferred Items (and without imposing any corresponding obligation on Buyer or limiting any other rights Buyer may have hereunder), Buyer and Sellers will enter into such arrangements (including subleasing or subcontracting if permitted) as Buyer deems reasonably necessary to provide to Buyer the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Deferred Item, including enforcement for the benefit of Buyer of all claims or rights arising thereunder on a prompt and punctual basis. Upon receipt of any Deferred Consent [***] License after the Closing Date, at Buyer’s request, and all such Deferred Item amounts shall be transferred and assigned constitute Assumed Liabilities hereunder. Capitalized terms used in this Section 6.6 but not defined in this Agreement have the meaning given to Buyerthem in the [***] License.

Deferred Assets. (a) Notwithstanding anything to the contrary herein, unless otherwise determined by the Buyer, this Agreement shall not constitute an agreement to assign or transfer any Contractof the Purchased Assets or any Contractual Obligation, or any claim, right or benefit arising thereunder or resulting therefrom (any such ContractPurchased Asset, Contractual Obligation, claim, right or benefit, a “Deferred Item”), if an attempted assignment or transfer thereof, without the consent of a third party [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. thereto or of the issuing Governmental Authoritygovernmental authority, as the case may be, would constitute a breach thereof or would give the other party thereto a right to take possession of, prevent the transfer of, or otherwise inhibit the Buyer’s control and enjoyment of a Purchased Asset, or to cancel or unilaterally amend an Assumed Contract Contractual Obligation or to adjust the terms of performance thereof (any such required consent, a “Deferred Consent”). From and after the Closing, Sellers (a) the Seller will use commercially reasonable efforts to obtain such Deferred Consent with respect to the Purchased Assets other than the Purchased Domain Names as soon as practicable after the ClosingClosing at no cost and expense to Seller or Parent and (b) the Seller will use reasonable best efforts to obtain such Deferred Consent with respect to the Purchased Domain Names as soon as practicable after the Closing at its own cost and expense. Until such Deferred Consent is obtained, Sellers the Seller will use use, reasonable efforts with respect to Purchased Assets other than the Purchased Domain Names, and commercially reasonable best efforts with respect to the Purchased Domain Names, to provide to the Buyer, upon the written request of the Buyer, benefits under the Deferred Item to which such Deferred Consent relates (with the Buyer entitled to all the benefits and responsible for all of the related and proportional obligations and Liabilities thereunder that it would have incurred if such Deferred Item had been transferred at Closing, in each case to the extent the Buyer is receiving the benefit of the Deferred Item). In the event that any such Deferred Consent is not obtained prior to the Closing, then, at the Buyer’s request with respect to any particular Deferred Item or group of Deferred Items (and without imposing any corresponding obligation on the Buyer or limiting any other rights the Buyer may have hereunder), the Buyer and Sellers the Seller will enter into such arrangements (including subleasing or subcontracting if permitted) as Buyer deems reasonably necessary to provide to the Buyer the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Deferred Item, including enforcement for the benefit of the Buyer of all claims or rights arising thereunder on a prompt and punctual basis. Upon receipt of any Deferred Consent after the Closing Date, at the Buyer’s request, such Deferred Item shall be transferred and assigned to the Buyer. Nothing in this Section 2.5 should alter, modify, supersede or otherwise limit any of the representations or warranties of the Seller in this Agreement.

Deferred Assets. (a) Notwithstanding anything The following shall be applicable to the contrary hereinDeferred Assets: (i) the closing upon the Deferred Assets shall be on or prior to September 30, unless otherwise determined by Buyer, 1998 ("Deferred Assets Closing"); (ii) all the provisions of this Agreement shall not constitute an agreement to assign or transfer any Contract, or any claim, right or benefit arising thereunder or resulting therefrom (any such Contract, claim, right or benefit, a “Deferred Item”), if an attempted assignment or transfer thereofincluding, without limitation, those relating to the consent conditions precedent shall also be applicable to the Deferred Assets; (iii) in the event the Deferred Assets are not purchased by the Deferred Assets Closing (other than by virtue of a third party thereto or material breach of the issuing Governmental Authority, as Seller [whereupon Buyer shall have all remedies available at law and in equity including the case may be, would constitute a breach thereof or would give the other party thereto a right to cancel or unilaterally amend an Assumed Contract or to adjust the terms of performance thereof (any such required consent, a “Deferred Consent”). From and after the Closing, Sellers will use commercially reasonable efforts to obtain such Deferred Consent as soon as practicable after the Closing. Until such Deferred Consent is obtained, Sellers will use commercially reasonable efforts to provide to Buyer, upon the written request of Buyer, benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the benefits and responsible for all of the related and proportional obligations and Liabilities thereunder that it would have incurred if such Deferred Item had been transferred at Closing, in each case to the extent Buyer is receiving the benefit return of the Deferred Item). In Assets Escrow] or the Buyer [for which Seller shall have the right to retain the Deferred Assets Escrow]) then the Buyer shall receive the return of the Deferred Assets Escrow and all parties shall be released from all further obligations relating to the Deferred Assets; (iv) in the event that any such the Buyer can only buy one (1) of the two (2) centers constituting the Deferred Consent is not obtained prior Assets, then the purchase price for the Deferred Assets shall be split equally between the Deferred Assets and Buyer shall receive the return of Two Hundred Fifty Thousand Dollars ($250,000) from the Deferred Assets Escrow and the remaining Two Hundred Fifty Thousand Dollars ($250,000) shall be paid to the Seller in consideration for the Deferred Assets actually conveyed; (v) in the event there are reasonable partnership obligations due in connection with the operation of the two (2) centers constituting the Deferred Assets between the Closing Date and the Deferred Assets Closing, then, at Buyer’s request with respect then Buyer agrees to any particular Deferred Item or group of Deferred Items (and without imposing any corresponding obligation on Buyer or limiting any other rights Buyer may have hereunder), reimburse the Seller for Seller's pro rata contribution relating to that time period; provided such amount does not exceed $100,000.00 in the aggregate. Seller acknowledges that Escrow Agent represents Buyer and Sellers will enter into such arrangements (including subleasing or subcontracting if permitted) as may represent Buyer deems reasonably necessary to provide to Buyer in the economic and operational equivalent event of obtaining such Deferred Consent and assigning or transferring such Deferred Item, including enforcement for the benefit of Buyer of all claims or rights arising thereunder on a prompt and punctual basis. Upon receipt of any Deferred Consent after the Closing Date, at Buyer’s request, such Deferred Item shall be transferred and assigned to Buyerconflict hereunder.