Common use of Subsidiary Assets Clause in Contracts

Subsidiary Assets. (a) As of the date hereof, and immediately prior to the Effective Time, Subsidiary shall retain all Subsidiary Assets, as defined in Section 1.1 above. Subsidiary Assets shall include, but not be limited to, those assets set forth in Schedule 2.1 (a) attached hereto and by this reference made a part hereof. To the extent any of the Subsidiary Assets are currently held in the name of Parent, as of the date hereof, and immediately prior to the Effective Time, Parent hereby transfers, contributes, assigns, distributes and conveys to Subsidiary all of Parent’s right, title and interest, if any, in and to the Subsidiary Assets (the “Transfer”). Subsidiary hereby accepts any such Transfer from Parent, effective concurrently therewith. (b) If at any time (whether prior to or after the Effective Time) either Party hereto shall receive or otherwise possess an Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer or cause to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Effective Time, to such Party hereto. (c) In furtherance of the Transfer, and simultaneously with the execution and delivery of this Agreement, Parent shall execute and deliver, and shall cause its Affiliates to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the Transfer.