Common use of Conveyance of Assets; Assumption and Discharge of Liabilities Clause in Contracts

Conveyance of Assets; Assumption and Discharge of Liabilities. (a) Except as otherwise expressly provided herein or in any of the other Transaction Documents, and except to the extent previously effected pursuant to the Internal Reorganization, upon the terms and subject to the conditions set forth in this Agreement, effective as of immediately prior to the Distribution Effective Time: (i) Parent will assign, transfer, convey and deliver (“Transfer”), or will cause the Affiliated Transferors to Transfer, to Spinco or to one or more Spinco Companies as Spinco may designate, and Spinco will accept from Parent (or the applicable Affiliated Transferor), or will cause any applicable Spinco Subsidiary to accept, all of Parent’s and the applicable Affiliated Transferors’ respective right, title and interest in and to all of the Transferred Assets, including the equity interests in the Spinco Subsidiaries (it being understood that any Transferred Assets that are already held by a Spinco Subsidiary as of the Distribution Effective Time will continue to be held by such Spinco Subsidiary); (ii) Parent will Transfer, or will cause the Affiliated Transferors to Transfer, to Spinco or to one or more Spinco Companies as Spinco may designate, and Spinco will (or will cause the Spinco Subsidiaries as applicable to) assume, perform, timely pay and discharge when due, fulfill when due and comply with all of the Assumed Liabilities in accordance with their respective terms (it being understood that any Assumed Liabilities that are already Liabilities of a Spinco Subsidiary as of the Distribution Effective Time will continue to be Liabilities of such Spinco Subsidiary); (iii) Spinco will, and Parent will cause Spinco to, Transfer, or cause the applicable Spinco Subsidiaries to Transfer, to Parent or to such other Parent Companies as Parent may designate (provided such Parent Companies are adequately capitalized immediately following such Transfer), all of Spinco’s and the applicable Spinco Subsidiaries’ respective right, title and interest in and to all of the Excluded Assets (it being understood that any Excluded Assets that are already held by a Parent Company as of the Distribution Effective Time will continue to be held by such Parent Company); and (iv) Spinco will, and Parent will cause Spinco to, Transfer, or will cause the applicable Spinco Subsidiaries to Transfer, to Parent or to such other Parent Companies as Parent may designate (provided such Parent Companies are adequately capitalized immediately following such Transfer), and Parent will (or will cause the other Parent Companies as applicable to) assume, perform, timely pay and discharge when due, fulfill when due and comply with all of the Excluded Liabilities in accordance with their respective terms (it being understood that any Excluded Liabilities that are already Liabilities of a Parent Company as of the Distribution Effective Time will continue to be Liabilities of such Parent Company). (b) In the event that any Transfer of an Asset or assumption of a Liability required by any of the Transaction Documents is not effected at or before the Distribution Effective Time, the obligation to Transfer such Asset or assume such Liability shall continue after the Distribution Effective Time and shall be accomplished as soon thereafter as practicable, subject to the terms and conditions set forth in the Transaction Documents. (c) From and after the Distribution Effective Time, each Party shall promptly Transfer or cause the other members of its Group promptly to Transfer to the other Party or the appropriate member of the other Party’s Group, from time to time, any property received that is allocated to the other Party or a member of the other Party’s Group pursuant to this Agreement or the other Transaction Documents. Without limiting the foregoing and without limiting the provisions of Section 8.06, in the event any Party (or any of the other Parent Companies or other Spinco Companies, as applicable) shall, after the Distribution Effective Time, receive funds upon the payment of accounts receivable or other amounts under Contracts or other Assets or Liabilities that are allocated to a member of the other Group pursuant to this Agreement or the other Transaction Documents, such Party will Transfer, or cause to be Transferred, such funds to the applicable member of the other Group by wire transfer promptly after the receiving party becomes aware of having received such funds. (d) Notwithstanding anything in this Section 2.02, Section 2.03 or Section 2.04 to the contrary, no Parent Company or any of its Affiliates shall be required to undertake any action or arrangement contemplated by such section that would result in, or could reasonably be expected to result in, Tax treatment that is inconsistent with the Tax-Free Status.

Conveyance of Assets; Assumption and Discharge of Liabilities. (a) Except as otherwise expressly provided herein or in any of the other Transaction DocumentsDocuments or Ancillary Agreements, and except to the extent previously effected pursuant to the Internal ReorganizationRestructuring, upon the terms and subject to the conditions set forth in this Agreement, effective as of immediately prior to the Distribution Effective Business Transfer Time: (ia) Parent ConAgra will assignhave assigned, transfertransferred, convey conveyed and deliver delivered (“TransferConvey”), or will cause have caused the Affiliated Transferors to TransferConvey, to Spinco SpinCo or to one or more Spinco Companies other members of the LW Group as Spinco may designatecontemplated by the Internal Restructuring, and Spinco SpinCo will accept from Parent ConAgra (or the applicable Affiliated Transferor), or will cause have caused any other applicable Spinco Subsidiary member of the LW Group to accept, all of ParentConAgra’s and the applicable Affiliated Transferors’ respective right, title and interest in and to all of the Transferred LW Assets, including the equity interests in the Spinco Subsidiaries LW Entities (it being understood that any Transferred LW Assets that are already held by a Spinco Subsidiary member of the LW Group as of the Distribution Effective Business Transfer Time will continue to be held by such Spinco SubsidiaryLW Group member); (iib) Parent ConAgra will Transferhave Conveyed, or will cause have caused the Affiliated Transferors to TransferConvey, to Spinco SpinCo or to one or more Spinco Companies other members of the LW Group as Spinco SpinCo may designatehave designated, and Spinco SpinCo will (or will cause the Spinco Subsidiaries other members of the LW Group as applicable to) assume, perform, timely pay and discharge when due, fulfill when due and comply with all of the Assumed LW Liabilities in accordance with their respective terms (it being understood that any Assumed LW Liabilities that are already Liabilities of a Spinco Subsidiary member of the LW Group as of the Distribution Effective Business Transfer Time will continue to be Liabilities of such Spinco SubsidiaryLW Group member); (iiic) Spinco willSpinCo will have, and Parent ConAgra will cause Spinco have caused SpinCo to, TransferConvey, or cause caused another applicable member of the applicable Spinco Subsidiaries LW Group to TransferConvey, to Parent ConAgra or to such other Parent Companies members of the ConAgra Group as Parent ConAgra may designate (provided such Parent Companies are adequately capitalized immediately following such Transfer)designate, all of SpincoSpinCo’s and the applicable Spinco SubsidiariesLW Group members’ respective right, title and interest in and to all of the Excluded Assets (it being understood that any Excluded Assets that are already held by a Parent Company member of the ConAgra Group as of the Distribution Effective Business Transfer Time will continue to be held by such Parent CompanyConAgra Group member); and (ivd) Spinco willSpinCo will have, and Parent ConAgra will cause Spinco have caused SpinCo to, TransferConvey, or will cause have caused another applicable member of the applicable Spinco Subsidiaries LW Group to TransferConvey, to Parent ConAgra or to such other Parent Companies members of the ConAgra Group as Parent ConAgra may designate (provided such Parent Companies are adequately capitalized immediately following such Transfer)designate, and Parent ConAgra will (or will cause another member of the other Parent Companies ConAgra Group as applicable to) assume, perform, timely pay and discharge when due, fulfill when due and comply with all of the Excluded Liabilities in accordance with their respective terms (it being understood that any Excluded Liabilities that are already Liabilities of a Parent Company member of the ConAgra Group as of the Distribution Effective Business Transfer Time will continue to be Liabilities of such Parent CompanyConAgra Group member). (b) In the event that any Transfer of an Asset or assumption of a Liability required by any of the Transaction Documents is not effected at or before the Distribution Effective Time, the obligation to Transfer such Asset or assume such Liability shall continue after the Distribution Effective Time and shall be accomplished as soon thereafter as practicable, subject to the terms and conditions set forth in the Transaction Documents. (c) From and after the Distribution Effective Time, each Party shall promptly Transfer or cause the other members of its Group promptly to Transfer to the other Party or the appropriate member of the other Party’s Group, from time to time, any property received that is allocated to the other Party or a member of the other Party’s Group pursuant to this Agreement or the other Transaction Documents. Without limiting the foregoing and without limiting the provisions of Section 8.06, in the event any Party (or any of the other Parent Companies or other Spinco Companies, as applicable) shall, after the Distribution Effective Time, receive funds upon the payment of accounts receivable or other amounts under Contracts or other Assets or Liabilities that are allocated to a member of the other Group pursuant to this Agreement or the other Transaction Documents, such Party will Transfer, or cause to be Transferred, such funds to the applicable member of the other Group by wire transfer promptly after the receiving party becomes aware of having received such funds. (d) Notwithstanding anything in this Section 2.02, Section 2.03 or Section 2.04 to the contrary, no Parent Company or any of its Affiliates shall be required to undertake any action or arrangement contemplated by such section that would result in, or could reasonably be expected to result in, Tax treatment that is inconsistent with the Tax-Free Status.

Conveyance of Assets; Assumption and Discharge of Liabilities. (a) Except as otherwise expressly provided herein or in any of the other Transaction Documents, and except to the extent previously effected pursuant to the Internal ReorganizationRestructuring, upon the terms and subject to the conditions set forth in this Agreement, effective as of immediately prior to the Distribution Effective Business Transfer Time: (ia) Parent ConAgra will assignhave assigned, transfertransferred, convey conveyed and deliver delivered (“TransferConvey”), or will cause have caused the Affiliated Transferors to TransferConvey, to Spinco SpinCo or to one or more Spinco Companies other members of the LW Group as Spinco may designatecontemplated by the Internal Restructuring, and Spinco SpinCo will accept from Parent ConAgra (or the applicable Affiliated Transferor), or will cause have caused any other applicable Spinco Subsidiary member of the LW Group to accept, all of ParentConAgra’s and the applicable Affiliated Transferors’ respective right, title and interest in and to all of the Transferred LW Assets, including the equity interests in the Spinco Subsidiaries LW Entities (it being understood that any Transferred LW Assets that are already held by a Spinco Subsidiary member of the LW Group as of the Distribution Effective Business Transfer Time will continue to be held by such Spinco SubsidiaryLW Group member); (iib) Parent ConAgra will Transferhave Conveyed, or will cause have caused the Affiliated Transferors to TransferConvey, to Spinco SpinCo or to one or more Spinco Companies other members of the LW Group as Spinco SpinCo may designatehave designated, and Spinco SpinCo will (or will cause the Spinco Subsidiaries other members of the LW Group as applicable to) assume, perform, timely pay and discharge when due, fulfill when due and comply with all of the Assumed LW Liabilities in accordance with their respective terms (it being understood that any Assumed LW Liabilities that are already Liabilities of a Spinco Subsidiary member of the LW Group as of the Distribution Effective Business Transfer Time will continue to be Liabilities of such Spinco SubsidiaryLW Group member); (iiic) Spinco willSpinCo will have, and Parent ConAgra will cause Spinco have caused SpinCo to, TransferConvey, or cause caused another applicable member of the applicable Spinco Subsidiaries LW Group to TransferConvey, to Parent ConAgra or to such other Parent Companies members of the ConAgra Group as Parent ConAgra may designate (provided such Parent Companies are adequately capitalized immediately following such Transfer)designate, all of SpincoSpinCo’s and the applicable Spinco SubsidiariesLW Group members’ respective right, title and interest in and to all of the Excluded Assets (it being understood that any Excluded Assets that are already held by a Parent Company member of the ConAgra Group as of the Distribution Effective Business Transfer Time will continue to be held by such Parent CompanyConAgra Group member); and (ivd) Spinco willSpinCo will have, and Parent ConAgra will cause Spinco have caused SpinCo to, TransferConvey, or will cause have caused another applicable member of the applicable Spinco Subsidiaries LW Group to TransferConvey, to Parent ConAgra or to such other Parent Companies members of the ConAgra Group as Parent ConAgra may designate (provided such Parent Companies are adequately capitalized immediately following such Transfer)designate, and Parent ConAgra will (or will cause another member of the other Parent Companies ConAgra Group as applicable to) assume, perform, timely pay and discharge when due, fulfill when due and comply with all of the Excluded Liabilities in accordance with their respective terms (it being understood that any Excluded Liabilities that are already Liabilities of a Parent Company member of the ConAgra Group as of the Distribution Effective Business Transfer Time will continue to be Liabilities of such Parent CompanyConAgra Group member). (b) In the event that any Transfer of an Asset or assumption of a Liability required by any of the Transaction Documents is not effected at or before the Distribution Effective Time, the obligation to Transfer such Asset or assume such Liability shall continue after the Distribution Effective Time and shall be accomplished as soon thereafter as practicable, subject to the terms and conditions set forth in the Transaction Documents. (c) From and after the Distribution Effective Time, each Party shall promptly Transfer or cause the other members of its Group promptly to Transfer to the other Party or the appropriate member of the other Party’s Group, from time to time, any property received that is allocated to the other Party or a member of the other Party’s Group pursuant to this Agreement or the other Transaction Documents. Without limiting the foregoing and without limiting the provisions of Section 8.06, in the event any Party (or any of the other Parent Companies or other Spinco Companies, as applicable) shall, after the Distribution Effective Time, receive funds upon the payment of accounts receivable or other amounts under Contracts or other Assets or Liabilities that are allocated to a member of the other Group pursuant to this Agreement or the other Transaction Documents, such Party will Transfer, or cause to be Transferred, such funds to the applicable member of the other Group by wire transfer promptly after the receiving party becomes aware of having received such funds. (d) Notwithstanding anything in this Section 2.02, Section 2.03 or Section 2.04 to the contrary, no Parent Company or any of its Affiliates shall be required to undertake any action or arrangement contemplated by such section that would result in, or could reasonably be expected to result in, Tax treatment that is inconsistent with the Tax-Free Status.