Common use of Transfers Not Effected Prior to Clause in Contracts

Transfers Not Effected Prior to. the Share Exchanges; Transfers Deemed Effective as of the Exchange Date. To the extent that any transfers contemplated by this Agreement or any Ancillary Agreement shall not have been consummated on or prior to the Exchange Date, the parties shall cooperate to effect such transfers as promptly following the Exchange 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 Agreement or any Ancillary Agreement. In the event that any such transfer of Assets or Liabilities has not been consummated, from and after the Exchange 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 or assumed as contemplated hereby. As and when any such Asset or Liability becomes transferable, or assumable, such transfer or assumption shall be effected forthwith for no additional consideration. The parties agree that, as of the Exchange 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 ons and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement and any Ancillary Agreement.

Transfers Not Effected Prior to. the Share ExchangesDistribution; Transfers Deemed Effective as of the Exchange Distribution Date. To the extent that any transfers contemplated by this Agreement or any Ancillary Agreement Article II shall not have been consummated on or prior to the Exchange Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Exchange 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 Agreement or any Ancillary AgreementArticle II. In the event that any such transfer of Assets or Liabilities has not been consummated, from and after the Exchange 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 or assumed as contemplated hereby. As and when any such Asset or Liability becomes transferable, or assumable, such transfer or assumption shall be effected forthwith for no additional considerationforthwith. The parties agree that, as of the Exchange 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 ons duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement and any Ancillary Agreement.

Transfers Not Effected Prior to. the Share ExchangesDistribution Date; -------------------------------------------------- Transfers Deemed Effective as of the Exchange Distribution Date. To the extent that any --------------------------------------------------- transfers contemplated by this Agreement or any Ancillary Agreement Article II shall not have been consummated on at or prior to the Exchange Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Exchange 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 Agreement or any Ancillary AgreementArticle II. In the event that any such transfer of Assets or Liabilities has not been consummated, from and after the Exchange 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 transferredtrans ferred, 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 or assumed as contemplated hereby. As and when any such Asset or Liability becomes transferable, or assumable, such transfer or assumption shall be effected forthwith for no additional considerationforthwith. The parties agree that, as of the Exchange 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 ons duties, obligations and responsibilities responsibili ties incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement and any Ancillary Agreement.

Transfers Not Effected Prior to. the Share ExchangesDistribution; Transfers Deemed Effective as of the Exchange Distribution Date. To the extent that any transfers contemplated by this Agreement or any Ancillary Agreement Article II shall not have been consummated on or prior to the Exchange Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Exchange 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 transferredtransferred or assumed; provided, however, that the parties hereto Company and New Xxxxxx and their respective Subsidiaries 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 Agreement or any Ancillary AgreementArticle II. In the event that any such transfer of Assets or Liabilities has not been consummated, from effective as of and after the Exchange Date Distribution Date, the party retaining such Asset or Liability shall thereafter hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or and 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 which 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 or assumed as contemplated hereby. As and when any such Asset or Liability becomes transferable, or assumable, such transfer or assumption shall be effected forthwith for no additional considerationforthwith. The parties agree that, as of the Exchange 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 ons duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement and any Ancillary Agreement.

Transfers Not Effected Prior to. the Share ExchangesDistribution; Transfers Deemed Effective as of the Exchange Distribution Date. To the extent that any transfers contemplated by this Agreement or any Ancillary Agreement Article II shall not have been consummated on or prior to the Exchange Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Exchange Distribution Date as shall be practicablepracti- cable. 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 transferredtransferred or as- sumed; provided, however, that the parties hereto Company and New Xxxxxx and their respective Subsidiaries 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 Agreement or any Ancillary AgreementArticle II. In the event that any such transfer of Assets or Liabilities has not been consummated, from effective as of and after the Exchange Date Distribution Date, the party retaining such Asset or Liability shall thereafter hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or and retain such Liability for the account of the party by whom such Liability is to be assumed as- sumed pursuant hereto, as the case may be, and take such other action as may be reasonably requested by the party to whom which 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 reason- ably possible, in the same position as would have existed had such Asset or Liability been transferred or assumed as contemplated herebyhere- by. As and when any such Asset or Liability becomes transferable, or assumabletrans- ferable, such transfer or assumption shall be effected forthwith for no additional considerationforthwith. The parties par- ties agree that, as of the Exchange 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 ons duties, obligations and responsibilities responsi- bilities incident thereto, which such party is entitled to acquire ac- quire or required to assume pursuant to the terms of this Agreement and any Ancillary Agreement.