Common use of Methods of Transfer and Assumption Clause in Contracts

Methods of Transfer and Assumption. The parties hereto agree that (a) the transfers of Assets contemplated pursuant to Section 2.1 hereof shall be effected by delivery by Spinco to the Company, and by the Company to Spinco, as the case may be, of (i) with respect to those Assets which are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank, (ii) with respect to any real property interest and/or any improvements thereon, a quitclaim deed or the equivalent thereof in accordance with local practice, and (iii) with respect to all other Assets, such good and sufficient instruments of contribution, transfer and delivery, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary to vest in the Company or Spinco, as the case may be, all of the right, title and interest of Spinco or the Company, as the case may be, in and to any such Assets, (b) the assumption of the Retained Liabilities contemplated pursuant to Section 2.1(a)(x) hereof shall be effected by delivery by the Company to Spinco of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary for the assumption by the Company of the Retained Liabilities, and (c) the assumption of the Spinco Liabilities contemplated pursuant to Section 2.1(a)(xi) hereof shall be effected by delivery by Spinco to the Company of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary for the assumption by Spinco of the Spinco Liabilities. Each of the parties hereto also agrees to deliver to any other party hereto such other documents, instruments and writings as may be reasonably requested by such other parties hereto in connection with the transactions contemplated hereby. Notwithstanding any other provisions of this Agreement to the contrary, (x) the instruments of transfer or assumption referred to in this Section 2.2 shall not, without the prior written consent of Parent, include any separate representations and warranties, and (y) in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 2.2, the provisions of this Agreement shall prevail and govern.

Methods of Transfer and Assumption. (a) The parties Parties hereto agree that (ai) the transfers of Assets contemplated pursuant to Section 2.1 hereof any Transfer shall be effected by delivery by Spinco the Transferor to the Company, and by the Company to Spinco, as the case may be, Transferee of (iA) with respect to those Assets which are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank, (iiB) with respect to any real property interest and/or any improvements thereon, a quitclaim grant deed or the equivalent thereof in accordance with local practice, and (iiiC) with respect to all other Assets, such good and sufficient instruments of contribution, assignment, conveyance, transfer and delivery, in form and substance reasonably satisfactory to the Company, Parent appropriate Transferor and SpincoTransferee, as shall be necessary to vest in the Company or Spinco, as the case may besuch Transferee, all of the Transferor's right, title and interest of Spinco or the Company, as the case may be, in and to any such Assets, (bii) the assumption of the Retained Liabilities contemplated pursuant to Section 2.1(a)(x) 2.03 hereof shall be effected by delivery by the Company Party assuming such Liability to Spinco the Party which is the obligor under such Liability, of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spincosuch two Parties, as shall be necessary for the assumption by the Company of the Retained Liabilities, and (c) the assumption of the Spinco Liabilities contemplated pursuant to Section 2.1(a)(xi) hereof shall be effected by delivery by Spinco to the Company of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary for the assumption by Spinco of the Spinco Liabilities. Each of the parties Party hereto also agrees to deliver to any each other party Party hereto such other documents, instruments instruments, certificates and writings agreements as may be reasonably requested by any such other parties Party hereto in connection with the transactions contemplated herebyhereby and to take such further action as may be reasonably necessary to carry out the provisions hereof, including appropriate transfer instruments if an Apparel Fabrics Asset, Nonwovens Asset or DIFCO Asset is inadvertently transferred to the incorrect Transferee. Notwithstanding any other provisions of this Agreement provision to the contrary, (x) the instruments of transfer or assumption referred to contrary contained in this Section 2.2 shall notAgreement, without the prior written consent of Parent, include any separate representations and warranties, and (y) in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 2.22.04, the provisions of this Agreement shall prevail and govern.

Methods of Transfer and Assumption. The parties hereto agree that (a) the required transfers of Transferred Assets contemplated pursuant to Section 2.1 hereof (other than, in general, Assets owned by Transferred Business Companies which are not Mixed-Use Subsidiaries) and DuPont Transferred Assets shall be effected by delivery by Spinco DuPont or one of the Retained Subsidiaries to Conoco or to one of the CompanyTransferred Business Companies, and or by Conoco or one of the Company Transferred Business Companies to SpincoDuPont or to one of the Retained Subsidiaries, as the case may be, of (i) with respect to those Assets which are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank, (ii) with respect to any real property interest and/or or any improvements thereonthereon owned by a Mixed-Use Subsidiary, a quitclaim deed without any warranty as to title of the transferor (or any of its Affiliates) and without any covenant covering transferor's (or any of its Affiliate's) acts or the equivalent thereof in accordance with local practice, and (iii) with respect to all other AssetsAssets owned by a Mixed-Use Subsidiary, such good and sufficient instruments of contribution, transfer conveyance, assignment and deliverytransfer, in form and substance reasonably satisfactory to the Company, Parent DuPont and SpincoConoco, as shall be necessary to vest in the Company DuPont, Conoco or Spincotheir respective Subsidiaries, as the case may be, all of the right, title and ownership interest of Spinco DuPont, Conoco or the Companytheir respective Subsidiaries, as the case may be, in and to any such AssetsAsset, (b) to the extent necessary, the assumption of the Retained Liabilities contemplated pursuant to Section 2.1(a)(x) 3.2 hereof shall be effected by delivery by DuPont or the Company applicable Retained Subsidiaries, as the case may be, to Spinco Conoco or the applicable Transferred Business Companies of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent DuPont and SpincoConoco, as shall be necessary for the assumption by DuPont or the Company Retained Subsidiaries of the Retained Liabilities, and (c) to the extent necessary, the assumption of the Spinco Assumed Liabilities contemplated pursuant to Section 2.1(a)(xi) 3.1 hereof shall be effected by delivery by Spinco Conoco or the Transferred Business Companies, as the case may be, to DuPont or the Company applicable Retained Subsidiaries, as the case may be, of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent DuPont and SpincoConoco, as shall be necessary for the assumption by Spinco Conoco or the Transferred Business Companies of the Spinco Assumed Liabilities. Each of the parties hereto also agrees to deliver to any other party hereto such other documents, instruments and writings as may be reasonably requested by such other parties hereto in connection with the transactions contemplated hereby. Notwithstanding any other provisions of this Agreement to the contrary, (x) THE TRANSFERS AND ASSUMPTIONS REFERRED TO IN THIS SECTION 2.3 AND THE SEPARATION OF THE TRANSFERRED BUSINESS FROM THE RETAINED BUSINESS ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY ASSETS, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR (c) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS, and (y) the instruments of transfer or assumption referred to in this Section 2.2 2.3 shall not, without the prior written consent of Parent, not include any separate representations and warranties. DuPont and Conoco hereby acknowledge and agree that ALL ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS." Conoco shall bear the economic and legal risks that any conveyances of the Transferred Assets to Conoco or one of its Subsidiaries by DuPont or one of the Retained Subsidiaries shall prove to be insufficient or that Conoco's or any Transferred Business Company's title to any of the Transferred Assets which they currently own (or, after giving effect to the Restructuring and the transfers contemplated by this Agreement, will own) shall be other than good and marketable and free from encumbrances, and (y) DuPont shall bear the economic and legal risks that any conveyances of DuPont Transferred Assets to DuPont or one of the Retained Subsidiaries by Conoco or one of its Subsidiaries shall prove to be insufficient or that DuPont's or any Retained Subsidiaries' title to any of the DuPont Transferred Assets shall be other than good and marketable and free from encumbrances. DuPont and Conoco hereby further acknowledge and agree that in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 2.22.3, the provisions of this Agreement shall prevail control except where a specific conveyancing instrument (i) specifically (A) provides that such instrument shall control over this Section 2.3 and govern(B) refers to this specific Section 2.3 by number and (ii) has been approved in writing by the General Counsel or an Associate General Counsel of each of DuPont and Conoco.

Methods of Transfer and Assumption. The parties hereto agree that (ai) the transfers of Assets contemplated pursuant to Section 2.1 hereof any Transfer shall be effected by delivery by Spinco the Transferor to the Company, and by the Company to Spinco, as the case may be, Transferee of (iA) with respect to those Assets which are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank, (iiB) with respect to any real property interest and/or any improvements thereon, a quitclaim grant deed or the equivalent thereof in accordance with local practice, and (iiiC) with respect to all other Assets, such good and sufficient instruments of contribution, assignment, conveyance, transfer and delivery, in form and substance reasonably satisfactory to the Company, Parent appropriate Transferor and SpincoTransferee, as shall be necessary to vest in the Company or Spinco, as the case may besuch Transferee, all of the Transferor's right, title and interest of Spinco or the Company, as the case may be, in and to any such Assets, (bii) the assumption of the Retained Liabilities contemplated pursuant to Section 2.1(a)(x) 2.02 hereof shall be effected by delivery by the Company party assuming such Liability to Spinco the party which is the obligor under such Liability, of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spincosuch two parties, as shall be necessary for the assumption by the Company of the Retained Liabilities, and (c) the assumption of the Spinco Liabilities contemplated pursuant to Section 2.1(a)(xi) hereof shall be effected by delivery by Spinco to the Company of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary for the assumption by Spinco of the Spinco Liabilities. Each of the parties party hereto also agrees to deliver to any each other party hereto such other documents, instruments instruments, certificates and writings agreements as may be reasonably requested by any such other parties party hereto in connection with the transactions contemplated herebyhereby and to take such further action as may be reasonably necessary to carry out the provisions hereof, including without limitation, appropriate transfer instruments if a Xxxxxx Asset, Telecom Asset or Delco Asset is inadvertently transferred to the incorrect Transferee. Notwithstanding any other provisions of this Agreement provision to the contrary, (x) the instruments of transfer or assumption referred to contrary contained in this Section 2.2 shall notAgreement, without the prior written consent of Parent, include any separate representations and warranties, and (y) in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 2.22.04, the provisions of this Agreement shall prevail and govern. To the extent that any transfers contemplated hereby are not consummated prior to the Effective Time, the parties hereto covenant and agree to take all actions reasonably necessary or appropriate to complete such transfers promptly following the Effective Time. In addition to the foregoing, each Transferor also agrees to deliver to each applicable Transferee (at such Transferee's sole expense) all tangible property included in the Transferred Assets that is reasonably requested by any such Transferee in connection with the transactions contemplated hereby.