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,
57
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. 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 SUBSTANTIALLY ALL OF THE BENEFITS AND BURDENS
RELATING TO THE TRANSFERRED ASSETS INURE TO BUYER, (I) ANY DELAYED TRANSFERRED
ASSETS REFERRED TO IN THIS SECTION 2.11(E) SHALL BE TREATED FOR ALL INCOME TAX
PURPOSES AS ASSETS OF BUYER AND (II) NEITHER BUYER NOR SELLER SHALL TAKE, AND
EACH OF BUYER AND SELLER SHALL PREVENT