Common use of Specified Assets Clause in Contracts

Specified Assets. Notwithstanding anything to the contrary in this Agreement, (a) upon the written request of Purchaser delivered to PSP Holdings or PSP Intermediate (as applicable) prior to the Closing, each of PSP Holdings and PSP Intermediate will use commercially reasonable efforts to sell, assign and transfer, effective as of the Closing, to a Group Company all of its right, title and interest in and to any asset or right (including any contract or property) (x) owned or held for use by PSP Holdings or PSP Intermediate, as applicable, for or in connection with the operation of the businesses of the Group Companies or (y) owned or accruing to the benefit of PSP Holdings or PSP Intermediate that may protect or otherwise impact the businesses of the Group Companies, including rights to enforce confidentiality, non-competition, non-solicitation and similar covenants with respect to the businesses of PSP Holdings, PSP Intermediate or any of their direct or indirect Subsidiaries and releases of claims against PSP Holdings, PSP Intermediate or any of their direct or indirect Subsidiaries (such assets or rights, the “Specified Assets”) set forth in such written request and execute and deliver such instruments, certificates or documents to effectuate the foregoing, and (b) if any Specified Asset is not sold, assigned or transferred to a Group Company pursuant to the immediately preceding clause (a) prior to the Closing for any reason (including if such sale, assignment or transfer, or attempted sale, assignment or transfer, would result in a violation of applicable law or require the consent of a third party (including any Governmental Entity)), then upon the written request of Purchaser delivered to PSP Holdings or PSP Intermediate (as applicable) from and after the Closing, (i) until such Specified Asset may legally be sold, assigned and transferred to a Group Company following the Closing, each of PSP Holdings and PSP Intermediate will, and will cause their respective Affiliates to, use commercially reasonable efforts to provide the Group Companies with the economic and operational equivalent of the sale, assignment and transfer of such Specified Asset to a Group Company as of the Closing, (ii) each of PSP Holdings and PSP Intermediate shall hold such Specified Asset in trust for the benefit of the Group Companies and pay to the Group Companies promptly upon receipt thereof all income, proceeds and other monies received by PSP Holdings, PSP Intermediate or any of their respective Affiliates to the extent related to such Specified Asset, and (iii) once such Specified Asset may legally be sold, assigned and transferred to a Group Company, each of PSP Holdings and PSP Intermediate will, and will cause their respective Affiliates to, sell, assign and transfer such Specified Asset to the such Group Company at Purchaser’s direction.