Common use of Additional Transfers of Assets Clause in Contracts

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Date and ending on the date one year following the Distribution Date, if Noble in its good faith judgment, after reasonable consultation with the General Counsel of Paragon, or other person designated by Paragon, identifies any Asset owned by a member of the Noble Group or a member of the Paragon Group, as applicable, that (i) during the twelve (12) month period prior to the date of this Agreement was used primarily in the Paragon Business and is then owned by a member of the Noble Group or (ii) during the twelve (12) month period prior to the date of this Agreement was used primarily in the Noble Business and is then owned by a member of the Paragon Group, and Noble determines that it is appropriate under the then existing circumstances that such a conveyance, assignment, transfer and delivery of such Asset should be effected, then Noble and Paragon shall cause any such Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.3 to the entity identified by Paragon or Noble, as the case may be, as the appropriate transferee with its Group. (b) The Parties acknowledge and agree that any transfers pursuant to this Section 2.7 are to be made without payment of any additional consideration therefor. (c) All conveyances, assignments, transfers and deliveries of Assets occurring after the Distribution Date pursuant to this Section 2.7 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any Asset transferred pursuant to this Section 2.7 to a member of the Paragon Group shall be deemed a Paragon Asset, and any Asset transferred to a member of the Noble Group shall be deemed a Noble Asset. The Parties agree that, as of the Distribution Date (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.7, 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 duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Date date of the Exchange and ending on the date one year following the Distribution IPO Closing Date, if Noble Transocean in its good faith judgment, after reasonable consultation with the General Counsel of ParagonTODCO, or other person designated by ParagonTODCO, identifies any Asset asset owned by a member of the Noble Transocean Group or a member of the Paragon TODCO Group, as applicable, that (i) during the twelve (12) month period prior to the date of this Agreement the Exchange was used primarily in the Paragon TODCO Business and is then owned by a member of the Noble Transocean Group or (ii) during the twelve (12) month period prior to the date of this Agreement the Exchange was used primarily in the Noble Transocean Business and is then owned by a member of the Paragon TODCO Group, and Noble determines that it is appropriate under Transocean or TODCO, as the then existing circumstances that such a conveyancecase may be, assignment, transfer and delivery of such Asset should be effected, then Noble and Paragon shall or shall cause any such Asset asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.3 2.4 to the entity identified by Paragon TODCO or NobleTransocean, as the case may be, as the appropriate transferee with its Grouptransferee. (b) The Parties parties hereto acknowledge and agree that any transfers pursuant to this Section 2.7 2.8 are to be made without payment of any additional consideration thereforconsideration. (c) All conveyances, assignments, transfers and deliveries of Assets assets occurring after the Distribution Date Exchange pursuant to this Section 2.7 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any Asset asset transferred pursuant to this Section 2.7 2.8 to a member of the Paragon TODCO Group shall be deemed a Paragon Assetan asset of the TODCO Business, and any Asset asset transferred to a member of the Noble Transocean Group shall be deemed a Noble Asset. The Parties agree that, as an asset of the Distribution Date (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.7, 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 duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this AgreementTransocean Business.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Exchange Date and ending on the date one year following the Distribution IPO Closing Date, if Noble Transocean in its good faith judgment, after reasonable consultation with the General Counsel of ParagonTODCO, or other person designated by ParagonTODCO, identifies any Asset asset owned by a member of the Noble Transocean Group or a member of the Paragon TODCO Group, as applicable, that (i) during the twelve (12) month period prior to the date of this Agreement Exchange Date was used primarily in the Paragon TODCO Business and is then owned by a member of the Noble Transocean Group or (ii) during the twelve (12) month period prior to the date of this Agreement Exchange Date was used primarily in the Noble Transocean Business and is then owned by a member of the Paragon TODCO Group, and Noble determines that it is appropriate under Transocean or TODCO, as the then existing circumstances that such a conveyancecase may be, assignment, transfer and delivery of such Asset should be effected, then Noble and Paragon shall or shall cause any such Asset asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.3 2.4 to the entity identified by Paragon TODCO or NobleTransocean, as the case may be, as the appropriate transferee with its Grouptransferee. (b) The Parties parties hereto acknowledge and agree that any transfers pursuant to this Section 2.7 2.8 are to be made without payment of any additional consideration thereforconsideration. (c) All conveyances, assignments, transfers and deliveries of Assets assets occurring after the Distribution Exchange Date pursuant to this Section 2.7 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any Asset asset transferred pursuant to this Section 2.7 2.8 to a member of the Paragon TODCO Group shall be deemed a Paragon Assetan asset of the TODCO Business, and any Asset asset transferred to a member of the Noble Transocean Group shall be deemed a Noble Asset. The Parties agree that, as an asset of the Distribution Date (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.7, 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 duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this AgreementTransocean Business.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Date and ending on the date one year following first anniversary of the Distribution Date, if Noble CHK or SSE, in its good faith judgmentGood Faith Judgment, after reasonable consultation with the General Counsel of Paragon, or other person designated by ParagonParty, identifies any Asset owned by a member of the Noble CHK Group or a member of the Paragon SSE Group, as applicable, that (i) during the twelve (12) month period prior to the date of this Agreement Distribution Date was used primarily in the Paragon SSE Business and is then owned by a member of the Noble CHK Group or (ii) during the twelve (12) month period prior to the date of this Agreement Distribution Date was used primarily in the Noble CHK Business and is then owned by a member of the Paragon SSE Group, and Noble determines that it is appropriate under CHK or SSE, as the then existing circumstances that such a conveyancecase may be, assignmentupon written request, transfer and delivery of such Asset should be effected, then Noble and Paragon shall or shall cause any such Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.3 2.4 to the entity identified by Paragon SSE or NobleCHK, as the case may be, as the appropriate transferee with its Grouptransferee. (b) The Parties acknowledge and agree that any transfers pursuant to this Section 2.7 2.8 are to be made without payment of any additional consideration therefor. (c) All conveyances, assignments, transfers and deliveries of Assets occurring after the Distribution Date pursuant to this Section 2.7 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any Asset transferred pursuant to this Section 2.7 2.8 to a member of the Paragon SSE Group shall be deemed a Paragon Assetan Asset of the SSE Business, and any Asset transferred to a member of the Noble CHK Group shall be deemed a Noble Assetan Asset of the CHK Business. The Parties agree that, as of the Distribution Date Time (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.72.8, 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 duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the Distribution Date and ending on the date one year following first anniversary of the Distribution Date, if Noble CHK or SSE, in its good faith judgmentGood Faith Judgment, after reasonable consultation with the General Counsel of Paragon, or other person designated by ParagonParty, identifies any Asset (other than Excluded Assets) owned by a member of the Noble CHK Group or a member of the Paragon SSE Group, as applicable, that (i) during the twelve (12) month period prior to the date of this Agreement Distribution Date was used primarily in the Paragon SSE Business and is then owned by a member of the Noble CHK Group or (ii) during the twelve (12) month period prior to the date of this Agreement Distribution Date was used primarily in the Noble CHK Business and is then owned by a member of the Paragon SSE Group, and Noble determines that it is appropriate under CHK or SSE, as the then existing circumstances that such a conveyancecase may be, assignmentupon written request, transfer and delivery of such Asset should be effected, then Noble and Paragon shall or shall cause any such Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.3 2.4 to the entity identified by Paragon SSE or NobleCHK, as the case may be, as the appropriate transferee with its Grouptransferee. (b) The Parties acknowledge and agree that any transfers pursuant to this Section 2.7 2.8 are to be made without payment of any additional consideration therefor. (c) All conveyances, assignments, transfers and deliveries of Assets occurring after the Distribution Date pursuant to this Section 2.7 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any Asset transferred pursuant to this Section 2.7 2.8 to a member of the Paragon SSE Group shall be deemed a Paragon Assetan Asset of the SSE Business, and any Asset transferred to a member of the Noble CHK Group shall be deemed a Noble Assetan Asset of the CHK Business. The Parties agree that, as of the Distribution Date Time (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.72.8, 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 duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.