Common use of Conveyancing and Assumption Agreements Clause in Contracts

Conveyancing and Assumption Agreements. In connection with (i) the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this ARTICLE II, Harbor and Spinco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Harbor and its Subsidiaries’ right, title and interest in and to such Spinco Assets and the valid and effective assumption by Spinco and its Subsidiaries of or unconditional release of all parties to such Spinco Liabilities and (ii) the transfer of the Excluded Assets and the assumption by the Harbor Group of the Excluded Liabilities, in each case in accordance with this ARTICLE II, Harbor and Spinco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Spinco and its Subsidiaries’ right, title and interest in and to such Excluded Assets and the valid and effective assumption by Harbor and its Subsidiaries of or unconditional release of all parties to such Excluded Liabilities; provided that such instruments shall not impose obligations on either Harbor or Spinco or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters.

Conveyancing and Assumption Agreements. In connection with (i) the transfer of the Spinco Mediaco Assets and the assumption of the Spinco Mediaco Liabilities contemplated by this ARTICLE Article II, Harbor Emmis and Spinco Mediaco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Harbor Emmis and its Subsidiaries’ right, title and interest in and to such Spinco Mediaco Assets and the valid and effective assumption by Spinco and its Subsidiaries of Mediaco or unconditional release of all parties to such Spinco Mediaco Liabilities and (ii) the transfer of the Excluded Assets and the assumption by the Harbor Group Emmis of the Excluded Liabilities, in each case in accordance with this ARTICLE Article II, Harbor Emmis and Spinco Mediaco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Spinco and its Subsidiaries’ Mediaco’s right, title and interest in and to such Excluded Assets and the valid and effective assumption by Harbor Emmis and its Subsidiaries of or unconditional release of all parties to such Excluded Liabilities; provided provided, that such instruments shall not impose obligations on either Harbor Emmis or Spinco Mediaco or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters.

Conveyancing and Assumption Agreements. In connection with (i) the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this ARTICLE II, Harbor and Spinco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Harbor and its Subsidiaries’ right, title and interest in and to such Spinco Assets and the valid and effective assumption by Spinco and its Subsidiaries of or unconditional release of all parties to such Spinco Confidential Treatment Requested by HS Spinco, Inc. Pursuant to 17 C.F.R. Section 200.83 Liabilities and (ii) the transfer of the Excluded Assets and the assumption by the Harbor Group of the Excluded Liabilities, in each case in accordance with this ARTICLE II, Harbor and Spinco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Spinco and its Subsidiaries’ right, title and interest in and to such Excluded Assets and the valid and effective assumption by Harbor and its Subsidiaries of or unconditional release of all parties to such Excluded Liabilities; provided that such instruments shall not impose obligations on either Harbor or Spinco or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters.