Assets.
(A)
WITHOUT LIMITING SECTIONS 6.1(F) AND 6.2(E), IF AND TO THE EXTENT
THAT THE TRANSFER OR ASSIGNMENT FROM SELLER OR ANY OF ITS AFFILIATES TO BUYER OF
ANY TRANSFERRED ASSET WOULD BE A VIOLATION OF APPLICABLE LAW WITH RESPECT TO
SUCH TRANSFERRED ASSET OR OTHERWISE ADVERSELY AFFECT THE RIGHTS OF THE
APPLICABLE TRANSFEREE THEREUNDER AS A RESULT OF THE FAILURE TO OBTAIN OR MAKE
ANY CONSENT, APPROVAL, WAIVER, AUTHORIZATION, NOTICE OR FILING REQUIRED TO BE
MADE IN CONNECTION WITH THE TRANSACTION, THEN THE TRANSFER OR ASSIGNMENT TO
BUYER OF SUCH TRANSFERRED ASSET (EACH, A "DELAYED TRANSFER ASSET") SHALL BE
AUTOMATICALLY DEEMED DEFERRED AND ANY SUCH PURPORTED TRANSFER OR ASSIGNMENT
SHALL BE NULL AND VOID UNTIL SUCH TIME AS ALL LEGAL IMPEDIMENTS ARE REMOVED
AND/OR AUTHORIZATIONS HAVE BEEN MADE OR OBTAINED; IT BEING UNDERSTOOD THAT NO
ADJUSTMENT TO THE PURCHASE PRICE WILL BE MADE AS A RESULT OF THE FAILURE TO
TRANSFER OR ASSIGN ANY DELAYED TRANSFER ASSET.
(B)
IF THE TRANSFER OR ASSIGNMENT OF ANY TRANSFERRED ASSET (OTHER
THAN, AT THE CLOSING, A TRANSFERRED ASSET RELATED TO A DISPUTED MCE SYSTEM)
INTENDED TO BE TRANSFERRED OR ASSIGNED HEREUNDER IS NOT CONSUMMATED PRIOR TO OR
AT THE CLOSING AS A RESULT OF THE FAILURE TO OBTAIN ANY AUTHORIZATION, THEN
SELLER OR ITS AFFILIATE SHALL THEREAFTER, DIRECTLY OR INDIRECTLY, HOLD SUCH
TRANSFERRED ASSET FOR THE USE AND BENEFIT OF BUYER (AT THE EXPENSE OF BUYER),
INSOFAR AS REASONABLY POSSIBLE. IN ADDITION, TO THE EXTENT NOT PROHIBITED BY
LAW, SELLER SHALL TAKE OR CAUSE TO BE TAKEN SUCH OTHER ACTIONS AS MAY BE
REASONABLY REQUESTED BY BUYER IN ORDER TO PLACE BUYER, INSOFAR AS REASONABLY
POSSIBLE, IN THE SAME POSITION AS IF SUCH TRANSFERRED ASSET HAD BEEN TRANSFERRED
AS CONTEMPLATED HEREBY AND SO THAT ALL THE BENEFITS AND BURDENS RELATING TO SUCH
TRANSFERRED ASSET, INCLUDING POSSESSION, USE, RISK OF LOSS, POTENTIAL FOR GAIN,
AND DOMINION, CONTROL AND COMMAND OVER SUCH TRANSFERRED ASSET, ARE TO INURE FROM
AND AFTER THE CLOSING TO BUYER.
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TO THE EXTENT PERMITTED BY LAW AND TO THE EXTENT OTHERWISE PERMISSIBLE IN LIGHT
OF ANY REQUIRED AUTHORIZATION, BUYER SHALL BE ENTITLED TO, AND SHALL BE
RESPONSIBLE FOR, THE MANAGEMENT OF ANY TRANSFERRED ASSETS NOT YET TRANSFERRED TO
IT AS A RESULT OF THIS SECTION 2.11 AND THE PARTIES HERETO AGREE TO USE
COMMERCIALLY REASONABLE EFFORTS TO COOPERATE AND COORDINATE WITH RESPECT
THERETO.
(C)
IF AND WHEN THE AUTHORIZATIONS, THE ABSENCE OF WHICH CAUSED THE
DEFERRAL OF TRANSFER OF ANY TRANSFERRED ASSET PURSUANT TO THIS SECTION 2.11, ARE
OBTAINED, THE TRANSFER OF THE APPLICABLE TRANSFERRED ASSET TO BUYER SHALL
AUTOMATICALLY AND WITHOUT FURTHER ACTION BE EFFECTED IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND THE APPLICABLE ANCILLARY AGREEMENTS.
(D)
PRIOR TO THE CLOSING DATE, SELLER SHALL DELIVER TO BUYER A LIST
IDENTIFYING, IN REASONABLE DETAIL AND TO THE KNOWLEDGE OF SELLER, THE DELAYED
TRANSFER ASSETS AND THE AUTHORIZATIONS REQUIRED THEREFOR.
(E)
THE PARTIES HERETO FURTHER AGREE THAT, ASSUMING AS SET FORTH IN
SECTION 2.11(B) THAT ALL OR