definiens: shall mean that the [COMPANY] Companies have the authority to undertake the transfer of rights, title and interest conte mplated by this Section 8.22 without breaching any contractual obligation to a Third Party existing as of the date hereof ( provided that the [COMPANY] Companies and their Affiliates shall exercise commercially reasonable efforts to promptly satisfy the Pre -Cond itions of Transfer ) and that such transfer can be undertaken without the [COMPANY] Companies or their Affiliates incurring a material and adverse financial cost unless the Acquiror undertakes to, and promptly does, reimburse such cost . In the event the Pre -Cond itions of Transfer are satisfied or can be satisfied by such date, the [COMPANY] Companies and the Acquiror covenant to complete and close any transfer within ninety ( 90 ) days after the Closing Date ; provided that if such closing shall not have occurred within such period, either party shall have the option to extend this period for four successive 90 -day periods, and in any event during such periods or thereafter the [COMPANY] Companies and their Affiliates shall not transfer the Japanese Rights to any other Person