Common use of Transfers Not Consummated Prior to Separation Date Clause in Contracts

Transfers Not Consummated Prior to Separation Date. If the transfer, assignment or novation of any Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Separation Date, whether as a result of the provisions of SECTION 1.5(a) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Roxio Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assets, are to inure from and after the Separation Date to the Roxio Group. If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to SECTION 1.5(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

Transfers Not Consummated Prior to Separation Date. If the transfer, assignment or novation of any Assets assets intended to be transferred or assigned hereunder is not consummated prior to or on the Separation Date, whether as a result of the provisions of SECTION 1.5(aSection 1.6(b) or for any other reason, then the Person retaining such Asset asset shall thereafter hold such Asset asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset asset shall take such other actions as may be reasonably requested by the Person to whom such Asset asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Roxio Assetsassets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assetsassets, are to inure from and after the Separation Date to the Roxio GroupPerson intended to hold such asset under the principles hereof. If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Delayed Transfer Asset pursuant to SECTION 1.5(aSection 1.6(b), are obtained, upon request of Maxtor, the transfer of the applicable Delayed Transfer Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.