Transfers Not Sample Clauses

Transfers Not. Effected Prior to the Distribution; Transfers Deemed Effective as of the Distribution Date. To the extent that any transfers contemplated by this Article II shall not have been consummated on or prior to the Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Distribution Date as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred; provided, however, that the parties hereto and their respective Subsidiaries shall cooperate to seek to obtain any necessary consents or approvals for the transfer of all Assets and Liabilities contemplated to be transferred pursuant to this Article II. In the event that any such transfer of Assets or Liabilities has not been consummated, from and after the Distribution Date the party retaining such Asset or Liability shall hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other action as may be reasonably requested by the party to whom such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such party, insofar as is reasonably possible, in the same position as would have existed had such Asset or Liability been transferred as contemplated hereby. As and when any such Asset or Liability becomes transferable, such transfer shall be effected forthwith. The parties agree that, as of the Distribution Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement. In the event that a Harrxx Xxxet or Harrxx Xxxbility is transferred to Lanixx, xxen promptly upon the request of either party, the parties shall cooperate to transfer such asset or liability to Harrxx. Xx the event that a Lanixx Xxxet or Lanixx Xxxbility is transferred to Harrxx, xxen promptly upon the request of either party,...

Transfers Not. Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time 45 Section 2.7. Conveyancing and Assumption Instruments 47 Section 2.8. Further Assurances 47 Section 2.9. Novation of Liabilities 48 Section 2.10. Guarantees; Letters of Credit 49 Section 2.11. Tax Liabilities 50 Section 2.12. Disclaimer of Representations and Warranties 51 Section 2.13. Effectiveness of Transfers 52 ARTICLE III CERTAIN ACTIONS AT OR PRIOR TO THE TRANSFERS Section 3.1. Resignations 52 Section 3.2. Ancillary Agreements 52 ARTICLE IV