Transfers Not. Effected Prior to the Separation Date. To the extent any transfers contemplated by this Article II shall not have been fully effected prior to the Separation Date, Holdings and ARAC shall cooperate to effect such transfers as promptly as possible following the Separation Date. Nothing herein shall be deemed to require the transfer of any assets or the assumption of any Liabilities that by their terms or by operation of law cannot be transferred or assumed; provided, however, that Holdings and ARAC and their respective subsidiaries and Affiliates shall cooperate in seeking to obtain any necessary consents or approvals for the transfer of all assets and Liabilities as contemplated by this Article II. In the event that any such transfer of assets or Liabilities has not been consummated effective as of the Separation Date, the party retaining such asset or Liability shall thereafter hold such assets in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) and retain such Liability for the account of the party to whom such Liability is to be assumed pursuant hereto, and take such other actions as may be reasonably required in order to place the parties, insofar as reasonably possible, in the same position as would have existed had such asset been transferred, or such Liability been assumed as contemplated hereby. As and when any such asset or Liability becomes transferable, such transfer and assumption shall be effected forthwith. Holdings and ARAC agree that, as of the Separation Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the assets, together with all of the rights, powers and privileges incidental thereto, that such party is entitled to acquire pursuant to the terms of this Agreement.
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
