Common use of Contribution to SpinCo Clause in Contracts

Contribution to SpinCo. (a) Following the completion of the Internal Distribution and prior to the Effective Time, in accordance with the Restructuring Steps Memorandum (for the avoidance of doubt, the Restructuring Steps Memorandum shall take precedence in the event of any conflict between the terms of this Article IV and the Restructuring Steps Memorandum, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Effective Time shall be deemed to have been made prior to the Effective Time consistent with the Restructuring Steps Memorandum), RemainCo grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to SpinCo, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the SpinCo Contributed Interests, the SpinCo Specified Assets and the SpinCo Intellectual Property in exchange for additional shares of SpinCo Common Stock and the assumption by SpinCo of the SpinCo Specified Liabilities, such that upon completion of this Second Contribution, SpinCo shall own all of the SpinCo Contributed Interests, the SpinCo Specified Assets, SpinCo Specified Liabilities and the SpinCo Intellectual Property. (b) To the extent that any SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property is not transferred or assigned to, or any SpinCo Specified Liability is not assumed by, SpinCo prior to the Effective Time or is owned or held by a member of the RemainCo Group at or after the Effective Time, from and after the Effective Time, any such SpinCo Specified Asset, SpinCo Controlled Interest, SpinCo Intellectual Property or SpinCo Specified Liability shall be held by such member of the RemainCo Group for the use and benefit of SpinCo or a member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto) in accordance with this Section 4.1: (i) RemainCo shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to SpinCo, and SpinCo shall accept from RemainCo and its applicable Subsidiaries, all of RemainCo’s and such Subsidiaries’ respective right, title and interest in and to such SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property, as applicable; and (ii) SpinCo shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such SpinCo Specified Liabilities in accordance with their respective terms. (c) In furtherance of the assignment, transfer, conveyance and delivery of the SpinCo Specified Assets, the SpinCo Contributed Interests and the SpinCo Intellectual Property and the assumption of the SpinCo Specified Liabilities, and without any additional consideration therefor, each of RemainCo and SpinCo shall, and shall cause their respective Subsidiaries to, execute and deliver any Transfer Documents as and to the extent necessary to evidence the transfer, conveyance and assignment of RemainCo’s and its applicable Subsidiaries’ right, title and interest in and to the SpinCo Specified Assets, the SpinCo Contributed Interests and SpinCo Intellectual Property to SpinCo and the valid and effective assumption of the SpinCo Specified Liabilities by SpinCo.

Contribution to SpinCo. (a) Following the completion of the Internal Distribution and prior to the Effective Time, in accordance with the Restructuring Steps Memorandum (for the avoidance of doubt, the Restructuring Steps Memorandum shall take precedence in the event of any conflict between the terms of this Article IV and the Restructuring Steps Memorandum, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Effective Time shall be deemed to have been made prior to the Effective Time consistent with the Restructuring Steps Memorandum), RemainCo grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to SpinCo, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the SpinCo Contributed Interests, the SpinCo Specified Assets and the SpinCo Intellectual Property in exchange for additional a continuation of RemainCo’s ownership of all of the outstanding shares of SpinCo Common Stock and the assumption by SpinCo of the SpinCo Specified Liabilities, such that upon completion of this Second Contribution, SpinCo shall own all of the SpinCo Contributed Interests, the SpinCo Specified Assets, SpinCo Specified Liabilities and the SpinCo Intellectual Property. (b) To the extent that any SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property is not transferred or assigned to, or any SpinCo Specified Liability is not assumed by, SpinCo prior to the Effective Time or is owned or held by a member of the RemainCo Group at or after the Effective Time, from and after the Effective Time, any such SpinCo Specified Asset, SpinCo Controlled Interest, SpinCo Intellectual Property or SpinCo Specified Liability shall be held by such member of the RemainCo Group for the use and benefit of SpinCo or a member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto) in accordance with this Section 4.1: (i) RemainCo shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to SpinCo, and SpinCo shall accept from RemainCo and its applicable Subsidiaries, all of RemainCo’s and such Subsidiaries’ respective right, title and interest in and to such SpinCo Specified Asset, SpinCo Contributed Interest or SpinCo Intellectual Property, as applicable; and (ii) SpinCo shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such SpinCo Specified Liabilities in accordance with their respective terms. (c) In furtherance of the assignment, transfer, conveyance and delivery of the SpinCo Specified Assets, the SpinCo Contributed Interests and the SpinCo Intellectual Property and the assumption of the SpinCo Specified Liabilities, and without any additional consideration therefor, each of RemainCo and SpinCo shall, and shall cause their respective Subsidiaries to, execute and deliver any Transfer Documents as and to the extent necessary to evidence the transfer, conveyance and assignment of RemainCo’s and its applicable Subsidiaries’ right, title and interest in and to the SpinCo Specified Assets, the SpinCo Contributed Interests and SpinCo Intellectual Property to SpinCo and the valid and effective assumption of the SpinCo Specified Liabilities by SpinCo.