Common use of Agreement Relating to Consents Necessary to Transfer Assets and Liabilities Clause in Contracts

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, or accept any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI Group or the AOUT Group, as applicable, thereunder. SWBI and AOUT will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, or assumption pursuant to Section 2.3 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant Ancillary Agreement. During the period in which any transfer, assignment, or assumption is delayed pursuant to this Section 2.5 as a result of the absence of a required consent, the party (or relevant other member of its Group) retaining such asset, claim, or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for the use and benefit of the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such asset, claim, or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to the Distribution Time as contemplated by this Agreement and so that all the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI Group or the AOUT Group, as applicable, entitled to the receipt of such asset, claim, or right, or required to assume such Liability.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or Contract, would otherwise adversely affect the rights of a member of the SWBI L Brands Group or the AOUT Group, as applicable, thereunderVS Group thereunder or would violate any Applicable Law. SWBI L Brands and AOUT VS will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, and/or assignment and assumption shall be effected in accordance with the terms of this Agreement and/or and the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.06 as a result of the absence of a required consent, the party Party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party Party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party Party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party Party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, with or arising out of the retention of such Liability. In addition, the party Party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat), insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person Party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such PersonParty, insofar as reasonably possible, in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI L Brands Group or the AOUT VS Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability. Nothing in this Section 2.06 shall require any member of the L Brands Group or the VS Group to incur any non-de minimis obligation or grant any non-de minimis concession in order to effect any transaction contemplated by this Section 2.06.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI VF Group or the AOUT Group, as applicable, Kontoor Brands Group thereunder. SWBI VF and AOUT Kontoor Brands will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.05 as a result of the absence of a required consent, the party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume an such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, with or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, claim or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such Personparty, insofar as reasonably possible, in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI VF Group or the AOUT Kontoor Brands Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contractcontract, agreement or instrument but excluding the direct or indirect transfer of capital stock of any member of any Group) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any LiabilityLiability associated therewith, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the necessary consent of a Third Party or a Governmental AuthorityParty, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the SWBI Xxxxxx Oil Group or the AOUT Group, as applicable, Xxxxxx USA Group thereunder. SWBI Xxxxxx Oil and AOUT Xxxxxx USA will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including or any Governmental Authority), if any, required in connection with the transfer, assignment, transfer or assumption assignment pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to and the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consentassociated therewith. If and when such consent is obtained, the absence of which caused the deferral of the transfer or assignment of any asset or any claim or right or benefit arising thereunder, or the assumption of any Liability associated therewith, pursuant to Section 2.03 (and assuming any other legal impediments for such transfer, assignmentassignment and/or assumption have been removed), such transfer, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignmentIf such required consent is not obtained, or if a transfer or assignment of such asset or such claim or right or benefit arising thereunder or an assumption is delayed pursuant to this Section 2.5 as a result of such Liability associated therewith would be ineffective or would adversely affect the rights of the absence of a required consenttransferor thereunder so that, for example, the party (or relevant other member of its Group) retaining intended transferee would not in fact receive all such assetrights, claim, or right shall thereafter hold (or shall cause, to Xxxxxx Oil and Xxxxxx USA will cooperate in a mutually agreeable arrangement under which the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for intended transferee would obtain the use benefits and benefit of assume the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business obligations thereunder in accordance with past practice and take this Agreement, including by sub-contract, sub-license or sub-lease to such other actions as may be reasonably requested by the Person to which such asset, claimtransferee, or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in under which the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to transferor would enforce for the Distribution Time as contemplated by this Agreement benefit and so that all at the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member cost of the SWBI Group or transferee, with the AOUT Grouptransferee assuming the transferor’s obligations, as applicable, entitled to any and all rights of the receipt of such asset, claim, or right, or required to assume such Liabilitytransferor against any Third Party.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contractcontract, agreement or instrument but excluding the direct or indirect transfer of capital stock of any member of any Group) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any LiabilityLiability associated therewith, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the necessary consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the SWBI Masco Group or the AOUT Group, as applicable, TopBuild Group thereunder. SWBI Masco and AOUT TopBuild will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including or any Governmental Authority), if any, required in connection with the transfer, assignment, transfer or assumption assignment pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to and the assumption of any LiabilityLiability associated therewith; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, the absence of which caused the deferral of the transfer or assignment of any asset or any claim or right or benefit arising thereunder, or the assumption of any Liability associated therewith, pursuant to Section 2.03 (and assuming any other legal impediments for such transfer, assignmentassignment and/or assumption have been removed), such transfer, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.04 as a result of the absence of a required consent, Masco and TopBuild will cooperate in a mutually agreeable arrangement under which the party (or intended transferee would, to the maximum extent possible, obtain the benefits and assume the obligations of the relevant other member of its Group) retaining such asset, claim, or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for the use and benefit of the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such benefit and/or Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take this Agreement as if the relevant transfer, assignment or assumption had taken place, including by sub-contract, sub-license, sub-lease or indemnification to or by such other actions as may be reasonably requested by the Person to which such asset, claimtransferee, or rightunder which the transferor would, or such Liabilitywith respect to an agreement, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in enforce for the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to benefit and at the Distribution Time as contemplated by this Agreement and so that all the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member cost of the SWBI Group or transferee, with the AOUT Grouptransferee assuming the transferor’s obligations, as applicable, entitled to any and all rights of the receipt of such asset, claim, or right, or required to assume such Liabilitytransferor against any Third Party thereunder.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI ADS Group or the AOUT Group, as applicable, Loyalty Ventures Group thereunder. SWBI ADS and AOUT Loyalty Ventures will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.05 as a result of the absence of a required consent, the party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume an such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, with or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, claim or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such Personparty, insofar as reasonably possible, in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI ADS Group or the AOUT Loyalty Ventures Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contractcontract, agreement or instrument but excluding the direct or indirect transfer of capital stock of any member of any Group) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any LiabilityLiability associated therewith, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the necessary consent of a Third Party or a Governmental AuthorityParty, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the SWBI Xxxxxx Oil Group or the AOUT Group, as applicable, Xxxxxx USA Group thereunder. SWBI Xxxxxx Oil and AOUT Xxxxxx USA will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including or any Governmental Authority), if any, required in connection with the transfer, assignment, transfer or assumption assignment pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to and the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consentassociated therewith. If and when such consent is obtained, the absence of which caused the deferral of the transfer or assignment of any asset or any claim or right or benefit arising thereunder, or the assumption of any Liability associated therewith, pursuant to Section 2.03 (and assuming any other legal impediments for such transfer, assignmentassignment and/or assumption have been removed), such transfer, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.05 as a result of the absence of a required consent, Xxxxxx Oil and Xxxxxx USA will cooperate in a mutually agreeable arrangement under which the party (or intended transferee would, to the maximum extent possible, obtain the benefits and assume the obligations of the relevant other member of its Group) retaining such asset, claim, or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for the use and benefit of the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such benefit and/or Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take this Agreement as if the relevant transfer, assignment or assumption had taken place, including by sub-contract, sub-license or sub-lease to such other actions as may be reasonably requested by the Person to which such asset, claimtransferee, or rightunder which the transferor would, or such Liabilitywith respect to an agreement, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in enforce for the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to benefit and at the Distribution Time as contemplated by this Agreement and so that all the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member cost of the SWBI Group transferee, with the transferee assuming the transferor’s obligations, any and all rights of the transferor against any Third Party thereunder. For the avoidance of doubt, nothing contained in this Section 2.05 shall prevent or prohibit the AOUT Group, as applicable, entitled to the receipt transfer of such asset, claim, or right, or required to assume such Liabilitystock.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI ADS Group or the AOUT Group, as applicable, Loyalty Ventures Group thereunder. SWBI ADS and AOUT Loyalty Ventures will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 ‎Section 2.03 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 ‎Section 2.05 as a result of the absence of a required consent, the party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume an such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, with or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, claim or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such Personparty, insofar as reasonably possible, in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI ADS Group or the AOUT Loyalty Ventures Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contractcontract, agreement or instrument but excluding the direct or indirect transfer of capital stock of any member of any Group) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any LiabilityLiability associated therewith, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the necessary consent of a Third Party or a Governmental AuthorityParty, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the SWBI Masco Group or the AOUT Group, as applicable, Spin Co Group thereunder. SWBI Masco and AOUT Spin Co will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including or any Governmental Authority), if any, required in connection with the transfer, assignment, transfer or assumption assignment pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to and the assumption of any LiabilityLiability associated therewith; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, the absence of which caused the deferral of the transfer or assignment of any asset or any claim or right or benefit arising thereunder, or the assumption of any Liability associated therewith, pursuant to Section 2.03 (and assuming any other legal impediments for such transfer, assignmentassignment and/or assumption have been removed), such transfer, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.04 as a result of the absence of a required consent, Masco and Spin Co will cooperate in a mutually agreeable arrangement under which the party (or intended transferee would, to the maximum extent possible, obtain the benefits and assume the obligations of the relevant other member of its Group) retaining such asset, claim, or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for the use and benefit of the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such benefit and/or Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take this Agreement as if the relevant transfer, assignment or assumption had taken place, including by sub-contract, sub-license or sub-lease to such other actions as may be reasonably requested by the Person to which such asset, claimtransferee, or rightunder which the transferor would, or such Liabilitywith respect to an agreement, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in enforce for the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to benefit and at the Distribution Time as contemplated by this Agreement and so that all the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member cost of the SWBI Group or transferee, with the AOUT Grouptransferee assuming the transferor’s obligations, as applicable, entitled to any and all rights of the receipt of such asset, claim, or right, or required to assume such Liabilitytransferor against any Third Party thereunder.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI Madewell Group or the AOUT Group, as applicable, J.Crew Group thereunder. SWBI Madewell and AOUT J.Crew will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 2.02 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.03 as a result of the absence of a required consent, the party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume any such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, with or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, claim or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such Person, insofar as reasonably possible, party in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI Madewell Group or the AOUT J.Crew Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or Contract, would otherwise adversely affect the rights of a member of the SWBI L Brands Group or the AOUT Group, as applicable, thereunderVS Group thereunder or would violate any Applicable Law. SWBI L Brands and AOUT VS will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 ‎Section 2.03 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, and/or assignment and assumption shall be effected in accordance with the terms of this Agreement and/or and the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 ‎Section 2.06 as a result of the absence of a required consent, the party Party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party Party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party Party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party Party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, with or arising out of the retention of such Liability. In addition, the party Party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat), insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person Party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such PersonParty, insofar as reasonably possible, in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI L Brands Group or the AOUT VS Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability. Nothing in this ‎Section 2.06 shall require any member of the L Brands Group or the VS Group to incur any non-de minimis obligation or grant any non-de minimis concession in order to effect any transaction contemplated by this ‎Section 2.06.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contractcontract, agreement or instrument but excluding the direct or indirect transfer of capital stock of any member of any Group) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any LiabilityLiability associated therewith, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the necessary consent of a Third Party or a Governmental AuthorityParty, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract contract, agreement or other material instrument or would otherwise adversely affect the rights of a member of the SWBI Mxxxxx Oil Group or the AOUT Group, as applicable, Mxxxxx USA Group thereunder. SWBI Mxxxxx Oil and AOUT Mxxxxx USA will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including or any Governmental Authority), if any, required in connection with the transfer, assignment, transfer or assumption assignment pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to and the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consentassociated therewith. If and when such consent is obtained, the absence of which caused the deferral of the transfer or assignment of any asset or any claim or right or benefit arising thereunder, or the assumption of any Liability associated therewith, pursuant to Section 2.03 (and assuming any other legal impediments for such transfer, assignmentassignment and/or assumption have been removed), such transfer, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.05 as a result of the absence of a required consent, Mxxxxx Oil and Mxxxxx USA will cooperate in a mutually agreeable arrangement under which the party (or intended transferee would, to the maximum extent possible, obtain the benefits and assume the obligations of the relevant other member of its Group) retaining such asset, claim, or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for the use and benefit of the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such benefit and/or Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take this Agreement as if the relevant transfer, assignment or assumption had taken place, including by sub-contract, sub-license or sub-lease to such other actions as may be reasonably requested by the Person to which such asset, claimtransferee, or rightunder which the transferor would, or such Liabilitywith respect to an agreement, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in enforce for the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to benefit and at the Distribution Time as contemplated by this Agreement and so that all the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member cost of the SWBI Group transferee, with the transferee assuming the transferor’s obligations, any and all rights of the transferor against any Third Party thereunder. For the avoidance of doubt, nothing contained in this Section 2.05 shall prevent or prohibit the AOUT Group, as applicable, entitled to the receipt transfer of such asset, claim, or right, or required to assume such Liabilitystock.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, transfer or accept assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI VF Group or the AOUT Group, as applicable, Kontoor Brands Group thereunder. SWBI VF and AOUT Kontoor Brands will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, assignment or assumption pursuant to Section 2.3 2.03 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant applicable Ancillary Agreement. During the period in which any transfer, assignment, assignment or assumption is delayed pursuant to this Section 2.5 2.05 as a result of the absence of a required consent, the party (or relevant other member of in its Group) retaining such asset, claim, claim or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to hold) such asset, claim, claim or right for the use and benefit of the party (or relevant other member of in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume an such Liability shall, or shall, to the fullest extent permitted by Applicable Law, shall cause the relevant other applicable member of its Group to, pay, hold harmless, harmless or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred Pursuant to 17 C.F.R. Section 200.83 in connection with, with or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, claim or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, cause such member of in its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, claim or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person party to which such asset, claim, claim or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed in order to place such Personparty, insofar as reasonably possible, in the same position as if such asset, claim, claim or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, transferred or assumed on or prior to the Distribution Time as contemplated by this Agreement hereby and so that all the benefits and burdens relating to such asset, claim, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, control and command over such asset, claim, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI VF Group or the AOUT Kontoor Brands Group, as applicablethe case may be, entitled to the receipt of such asset, claim, claim or right, or required to assume such Liability.

Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, contribute, convey, transfer, deliver, or accept any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such assignment, contribution, conveyance, transfer, delivery, or acceptance, or such assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the SWBI Group or the AOUT Group, as applicable, thereunder. SWBI and AOUT will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment, or assumption pursuant to Section 2.3 of any such asset or any such claim or right or benefit arising thereunder or to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment, ACTIVE 48322182v7 and/or assumption shall be effected in accordance with the terms of this Agreement and/or the relevant Ancillary Agreement. During the period in which any transfer, assignment, or assumption is delayed pursuant to this Section 2.5 as a result of the absence of a required consent, the party (or relevant other member of its Group) retaining such asset, claim, or right shall thereafter hold (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to hold) such asset, claim, or right for the use and benefit of the party (or relevant other member of its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume such Liability shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant other member of its Group to, pay, hold harmless, or reimburse the party (or the other relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with, or arising out of the retention of such Liability. In addition, the party retaining such asset, claim, or right, or such Liability (or other relevant member of its Group) shall (or shall cause, to the fullest extent permitted by Applicable Law, such member of its Group to) treat, insofar as reasonably possible and to the fullest extent permitted by Applicable Law, such asset, claim, or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such asset, claim, or right, or such Liability, is to be assigned, contributed, conveyed, transferred, delivered, accepted, or assumed in order to place such Person, insofar as reasonably possible, in the same position as if such asset, claim, or right, or such Liability, had been assigned, contributed, conveyed, transferred, delivered, accepted, or assumed on or prior to the Distribution Time as contemplated by this Agreement and so that all the benefits and burdens relating to such asset, claim, or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control, and command over such asset, claim, or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the SWBI Group or the AOUT Group, as applicable, entitled to the receipt of such asset, claim, or right, or required to assume such Liability.