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

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Assets are intended to be and shall become Assets of the Patriot Group, (ii) all Patriot Liabilities are intended to be and shall become the Liabilities of the Patriot Group, and (iii) all other Assets and Liabilities of PEC and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC Group. (b) Effective as of the Effective Time, PEC agrees to transfer or cause to be transferred to Patriot or to such other members of the Patriot Group as Patriot may designate all right, title and interest of the PEC Group in and to all of the Patriot Assets. (c) Patriot agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC or to such other member of the PEC Group as PEC may designate all right, title and interest of the Patriot Group in and to all Assets that are not Patriot Assets. (d) Patriot agrees that it will, or will cause another member of the Patriot Group designated by Patriot to, (i) assume any of the Patriot Liabilities for which a member of the Patriot Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Liabilities, at and after the Effective Time. (e) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, (i) assume any of the PEC Liabilities for which a member of the PEC Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (h) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC and Patriot) such Asset shall not be transferred until such consent has been obtained. PEC and Patriot, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (i) From and after the Effective Time, each Party shall promptly transfer or cause the 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 an Asset of the other Party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds. (j) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC Group nor any member of the Patriot Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “AS IS”, “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Spinco Assets are intended to be and shall become Assets of the Patriot Spinco Group, (ii) all Patriot Spinco Liabilities are intended to be and shall become the Liabilities of the Patriot Spinco Group, and (iii) all other Assets and Liabilities of PEC PNX and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC PNX Group. (b) Effective as of the Effective Time, PEC PNX agrees to transfer or cause to be transferred to Patriot Spinco or to such other members of the Patriot Spinco Group as Patriot Spinco may designate all right, title and interest of the PEC PNX Group in and to all of the Patriot Spinco Assets. (c) Patriot Spinco agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC PNX or to such other member of the PEC PNX Group as PEC PNX may designate all right, title and interest of the Patriot Spinco Group in and to all Assets that are not Patriot Spinco Assets. (d) Patriot Spinco agrees that it will, or will cause another member of the Patriot Spinco Group designated by Patriot Spinco to, (i) assume any of the Patriot Spinco Liabilities for which a member of the Patriot Spinco Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Spinco Liabilities, at and after the Effective Time. (e) PEC PNX agrees that it will, or will cause another member of the PEC PNX Group designated by PEC PNX to, (i) assume any of the PEC PNX Liabilities for which a member of the PEC PNX Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC PNX Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g2.02(f), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (hg) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC PNX and PatriotSpinco) such Asset shall not be transferred until such consent has been obtained. PEC PNX and PatriotSpinco, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (ih) From and after the Effective Time, each Party shall promptly transfer or cause the 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 an Asset of the other Party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds. (ji) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC PNX Group nor any member of the Patriot Spinco Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “AS IS”, “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Assets are intended to be and shall become Assets of the Patriot Group, (ii) all Patriot Liabilities are intended to be and shall become the Liabilities of the Patriot Group, and (iii) all other Assets and Liabilities of PEC and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC Group. (b) Effective as of the Effective Time, PEC agrees to transfer or cause to be transferred to Patriot or to such other members of the Patriot Group as Patriot may designate all right, title and interest of the PEC Group in and to all of the Patriot Assets. (c) Patriot agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC or to such other member of the PEC Group as PEC may designate all right, title and interest of the Patriot Group in and to all Assets that are not Patriot Assets. (d) Patriot agrees that it will, or will cause another member of the Patriot Group designated by Patriot to, (i) assume any of the Patriot Liabilities for which a member of the Patriot Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Liabilities, at and after the Effective Time. (e) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, (i) assume any of the PEC Liabilities for which a member of the PEC Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC Liabilities, at and after the Effective Time. (f) PEC agrees that that, on the Distribution Date, it will, or will cause another member of the PEC Group designated by PEC to, make to Patriot a payment of $19,407,495.24 in respect of the Black Lung Case and an additional cash contribution of $30,000,000 to Patriot on the Distribution Date30,000,000. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (h) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC and Patriot) such Asset shall not be transferred until such consent has been obtained. PEC and Patriot, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (i) From and after the Effective Time, each Party shall promptly transfer or cause the 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 an Asset of the other Party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds. (j) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC Group nor any member of the Patriot Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “AS IS”, “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as ---------------------------------------------- otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Certegy Assets are intended to be and shall become Assets of the Patriot Certegy Group, (ii) all Patriot Certegy Liabilities are intended to be and shall become the Liabilities of the Patriot Certegy Group, and (iii) all other Assets and Liabilities of PEC Equifax and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC Equifax Group. (b) Effective as of the Effective Time, PEC Equifax agrees to transfer or cause to be transferred to Patriot Certegy or to such other members of the Patriot Certegy Group as Patriot Certegy may designate all right, title and interest of the PEC Equifax Group in and to all of the Patriot Certegy Assets. (c) Patriot Certegy agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC Equifax or to such other member of the PEC Equifax Group as PEC Equifax may designate all right, title and interest of the Patriot Certegy Group in and to all Assets that are not Patriot Certegy Assets. (d) Patriot Certegy agrees that it will, or will cause another member of the Patriot Certegy Group designated by Patriot Certegy to, (i) assume any of the Patriot Certegy Liabilities for which a member of the Patriot Certegy Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Certegy Liabilities, at and after the Effective Time. (e) PEC Equifax agrees that it will, or will cause another member of the PEC Certegy Group designated by PEC Equifax to, (i) assume any of the PEC Equifax Liabilities for which a member of the PEC Equifax Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC Equifax Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (hg) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC Equifax and PatriotCertegy) such Asset shall not be transferred until such consent has been obtained. PEC , and PatriotEquifax and Certegy, as the case may be, shall (i) cause the owner of such Asset to use commercially all reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) Asset and cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially all reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (ih) From and after the Effective Time, each Party party shall promptly transfer or cause the members of its Group promptly to transfer to the other Party party or the appropriate member of the other Party’s party's Group, from time to time, any property received that is an Asset of the other Party party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable not more than five business days after the receiving party becomes aware receipt of having received such fundspayment. (ji) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC Equifax Group nor any member of the Patriot Certegy Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Partyparty, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Partyparty, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “"AS IS”, “," "WHERE IS” " BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Spinco Assets are intended to be and shall become Assets of the Patriot Spinco Group, (ii) all Patriot Spinco Liabilities are intended to be and shall become the Liabilities of the Patriot Group, Spinco Group and (iii) all other Assets and Liabilities of PEC L-3 and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC L-3 Group. (b) Effective as of the Effective Time, PEC L-3 agrees to transfer or cause to be transferred to Patriot Spinco or to such other members of the Patriot Spinco Group as Patriot Spinco may designate all right, title and interest of the PEC L-3 Group in and to all of the Patriot Spinco Assets. (c) Patriot Spinco agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC L-3 or to such other member of the PEC L-3 Group as PEC L-3 may designate all right, title and interest of the Patriot Spinco Group in and to all Assets that are not Patriot Spinco Assets. (d) Patriot Spinco agrees that it will, or will cause another member of the Patriot Spinco Group designated by Patriot to, Spinco to (i) assume any of the Patriot Spinco Liabilities for which a member of the Patriot Spinco Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Spinco Liabilities, at and after the Effective Time. (e) PEC L-3 agrees that it will, or will cause another member of the PEC L-3 Group designated by PEC to, L-3 to (i) assume any of the PEC L-3 Liabilities for which a member of the PEC L-3 Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC L-3 Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (hg) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third third-party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC L-3 and PatriotSpinco) such Asset shall not be transferred until such consent has been obtained. PEC Subject to reimbursement from the other Party of all reasonable costs and Patriotexpenses incurred in connection with such actions, L-3 and Spinco, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, member and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties Parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (ih) From and after the Effective Time, each Party shall promptly transfer or cause the 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 an Asset of the other Party or a member of its such other Party’s Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds. (ji) Except as expressly set forth in this Agreement, any Ancillary Agreement, Agreement or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC L-3 Group nor any member of the Patriot Spinco Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value of or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, Party or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “AS IS”, ,” “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Spinco Assets are intended to be and shall become Assets of the Patriot Spinco Group, (ii) all Patriot Spinco Liabilities are intended to be and shall become the Liabilities of the Patriot Spinco Group, and (iii) all other Assets and Liabilities of PEC Parent and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC Parent Group. (b) Effective as of the Effective Time, PEC Parent agrees to transfer or cause to be transferred to Patriot Spinco or to such other members of the Patriot Spinco Group as Patriot Spinco may designate all right, title and interest of the PEC Parent Group in and to all of the Patriot Spinco Assets. (c) Patriot Spinco agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC Parent or to such other member of the PEC Parent Group as PEC Parent may designate all right, title and interest of the Patriot Spinco Group in and to all Assets that are not Patriot Spinco Assets. (d) Patriot Spinco agrees that it will, or will cause another member of the Patriot Spinco Group designated by Patriot to, Spinco to (i) assume any of the Patriot Spinco Liabilities for which a member of the Patriot Spinco Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Spinco Liabilities, at and after the Effective Time. (e) PEC Parent agrees that it will, or will cause another member of the PEC Parent Group designated by PEC to, Parent to (i) assume any of the PEC Parent Liabilities for which a member of the PEC Parent Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC Parent Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g2.2(f), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (hg) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC Parent and PatriotSpinco) such Asset shall not be transferred until such consent has been obtained. PEC Parent and PatriotSpinco, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (ih) From and after the Effective Time, each Party shall promptly transfer or cause the 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 an Asset of the other Party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds. (ji) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC Parent Group nor any member of the Patriot Spinco Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “AS IS”, “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot Spinco Assets are intended to be and shall become Assets of the Patriot Spinco Group, (ii) all Patriot Spinco Liabilities are intended to be and shall become the Liabilities of the Patriot Group, Spinco Group and (iii) all other Assets and Liabilities of PEC L-3 and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC L-3 Group. (b) Effective as of the Effective Time, PEC L-3 agrees to transfer or cause to be transferred to Patriot Spinco or to such other members of the Patriot Spinco Group as Patriot Spinco may designate all right, title and interest of the PEC L-3 Group in and to all of the Patriot Spinco Assets. (c) Patriot Spinco agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC L-3 or to such other member of the PEC L-3 Group as PEC L-3 may designate all right, title and interest of the Patriot Spinco Group in and to all Assets that are not Patriot Spinco Assets. (d) Patriot Spinco agrees that it will, or will cause another member of the Patriot Spinco Group designated by Patriot to, Spinco to (i) assume any of the Patriot Spinco Liabilities for which a member of the Patriot Spinco Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot Spinco Liabilities, at and after the Effective Time. (e) PEC L-3 agrees that it will, or will cause another member of the PEC L-3 Group designated by PEC to, L-3 to (i) assume any of the PEC L-3 Liabilities for which a member of the PEC L-3 Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC L-3 Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g2.02(f), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (hg) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third third-party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC L-3 and PatriotSpinco) such Asset shall not be transferred until such consent has been obtained. PEC Subject to reimbursement from the other Party of all reasonable costs and Patriotexpenses incurred in connection with such actions, L-3 and Spinco, as the case may be, shall (i) cause the owner of such Asset to use commercially reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) cause such owner to enforce such Asset for the benefit of such member, member and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties Parties shall otherwise cooperate and use commercially reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (ih) From and after the Effective Time, each Party shall promptly transfer or cause the 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 an Asset of the other Party or a member of its such other Party’s Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable after the receiving party becomes aware of having received such funds. (ji) Except as expressly set forth in this Agreement, any Ancillary Agreement, Agreement or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC L-3 Group nor any member of the Patriot Spinco Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value of or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Party, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Party, Party or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “AS IS”, ,” “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.

Conveyance of Assets; Discharge of Liabilities. Except as ---------------------------------------------- otherwise expressly provided herein or in any of the Ancillary Agreements: (a) Effective as of the Effective Time (i) all Patriot PSI Assets are intended to be and shall become Assets of the Patriot PSI Group, (ii) all Patriot PSI Liabilities are intended to be and shall become the Liabilities of the Patriot PSI Group, and (iii) all other Assets and Liabilities of PEC Equifax and its subsidiaries are intended to be and shall remain exclusively the Assets and Liabilities of the PEC Equifax Group. (b) Effective as of the Effective Time, PEC Equifax agrees to transfer or cause to be transferred to Patriot PSI or to such other members of the Patriot PSI Group as Patriot PSI may designate all right, title and interest of the PEC Equifax Group in and to all of the Patriot PSI Assets. (c) Patriot PSI agrees that, effective as of the Effective Time, it will transfer or cause to be transferred to PEC Equifax or to such other member of the PEC Equifax Group as PEC Equifax may designate all right, title and interest of the Patriot PSI Group in and to all Assets that are not Patriot PSI Assets. (d) Patriot PSI agrees that it will, or will cause another member of the Patriot PSI Group designated by Patriot PSI to, (i) assume any of the Patriot PSI Liabilities for which a member of the Patriot PSI Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the Patriot PSI Liabilities, at and after the Effective Time. (e) PEC Equifax agrees that it will, or will cause another member of the PEC PSI Group designated by PEC Equifax to, (i) assume any of the PEC Equifax Liabilities for which a member of the PEC Equifax Group is not the obligor, effective as of the Effective Time, and (ii) timely pay and discharge all of the PEC Equifax Liabilities, at and after the Effective Time. (f) PEC agrees that it will, or will cause another member of the PEC Group designated by PEC to, make a cash contribution of $30,000,000 to Patriot on the Distribution Date. (g) In the event that any conveyance of an Asset, including conveyance of any Asset listed in Schedule 2.02(g), required hereby is not effected at or before the Effective Time, the obligation to transfer such Asset shall continue past the Effective Time and shall be accomplished as soon thereafter as practicable. (hg) If any Asset may not be transferred by reason of the requirement to obtain the consent of any third party and such consent has not been obtained by the Effective Time, then (unless otherwise expressly agreed by PEC Equifax and PatriotPSI) such Asset shall not be transferred until such consent has been obtained. PEC , and PatriotEquifax and PSI, as the case may be, shall (i) cause the owner of such Asset to use commercially all reasonable efforts to provide to the appropriate member of the other Group all the rights and benefits under such Asset, (ii) Asset and cause such owner to enforce such Asset for the benefit of such member, and (iii) cause such member to assume all obligations of such Asset, in each case to the extent that such action does not cause a breach or default under such Asset. Both parties shall otherwise cooperate and use commercially all reasonable efforts to provide the economic and operational equivalent of an assignment or transfer of the Asset as of the Effective Time. (ih) From and after the Effective Time, each Party party shall promptly transfer or cause the members of its Group promptly to transfer to the other Party party or the appropriate member of the other Party’s party's Group, from time to time, any property received that is an Asset of the other Party party or a member of its Group. Without limiting the foregoing, funds received by a member of one Group upon the payment of accounts receivable that belong to a member of the other Group shall be transferred to the other Group by wire transfer as promptly as practicable not more than five business days after the receiving party becomes aware receipt of having received such fundspayment. (ji) Except as expressly set forth in this Agreement, any Ancillary Agreement, or any instrument or document contemplated by this Agreement or any Ancillary Agreement, neither any member of the PEC Equifax Group nor any member of the Patriot PSI Group has made or shall be deemed to have made any representation or warranty as to (i) the Assets, business or Liabilities retained, transferred or assumed as contemplated hereby or thereby, (ii) any consents or approvals required in connection with the transfer or assumption by such party of any Asset or Liability contemplated by this Agreement, (iii) the value or freedom from any lien, claim, equity or other encumbrance of, or any other matter concerning, any Assets of such Partyparty, (iv) the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other Asset of such Partyparty, or (v) the legal sufficiency of any assignment, document or instrument delivered to convey title to any Asset transferred. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED, OR ARE BEING RETAINED, ON AN “"AS IS”, “," "WHERE IS” " BASIS AND THE RESPECTIVE TRANSFEREES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE OR OTHER TRANSFER SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY OR OTHER ENCUMBRANCE.