Common use of The Reorganization Clause in Contracts

The Reorganization. SECTION 2.1.1 Subject to the terms and conditions of this Agreement (including, without limitation, Section 3 below), as of the Effective Date, Parent hereby assigns, transfers, conveys and delivers, and causes each member of the Parent Group to deliver, to Sub or the applicable member of the Sub Group, and Sub hereby accepts, and causes the applicable members of the Sub Group to accept, from Parent and the applicable members of the Parent Group, all right, title and interest in and to the Contributed Assets, and contributes and enters into the Ancillary Agreements, in a transaction or transactions described in Section 351 of the Code, all as specified in more detail in Annex III attached hereto. Without limiting the generality of the foregoing, Parent shall first assign, transfer, convey and deliver to ADLI, and ADLI shall accept from Parent, the Contributed Assets held by Parent, and immediately thereafter, ADLI shall assign, transfer and deliver to Sub or another member of the Sub Group, and Sub, on its behalf and on behalf of the members of the Sub Group, shall accept from ADLI, the Contributed Assets then held by ADLI in each case in accordance with a Conveyancing and Assumption Instrument satisfactory to the parties. SECTION 2.1.2 Subject to Section 7.3 hereof, to the extent that any such conveyances, assignments, transfers and deliveries shall not have been so consummated on the Effective Date, Parent and Sub shall cooperate to effect such consummation as promptly thereafter as shall be practicable, it nonetheless being understood and agreed by Parent and Sub that neither shall be liable in any manner to any Person who is not a party to this Agreement other than a member of the Parent Group or the Sub Group for any failure of any of the transfers contemplated by this Section 2 to be consummated on or subsequent to the Effective Date. Each party agrees to use best efforts to have the Sub Business which is not so transferred to be run in the ordinary course of business and consistent with the Plan and the terms of this Agreement. Whether or not all of the Contributed Assets or the Assumed Liabilities shall have been legally transferred to Sub and the applicable member of the Sub Group as of the Effective Date, (i) Parent and Sub agree that, as of the Effective Date, Sub and the other members of the Sub Group shall have, and shall be deemed to have acquired, complete and sole beneficial ownership over all of the Contributed Assets, together with all of the rights, powers and privileges (except as provided in Section 8.10 hereof) incident thereto, and (ii) shall be deemed to have assumed in accordance with the terms of this Agreement all of the Assumed Liabilities and all of the Parent Group's duties, obligations and responsibilities incident thereto, in each case as if such assignment and assumption in fact had occurred on the Effective Date.

The Reorganization. SECTION Section 2.1.1 Subject to the terms and conditions of this Agreement (including, without limitation, Section 3 below), as of the Effective Date, Parent hereby assigns, transfers, conveys and delivers, and causes each member of the Parent Group to deliver, to Sub or the applicable member of the Sub Group, and Sub hereby accepts, and causes the applicable members of the Sub Group to accept, from Parent and the applicable members of the Parent Group, all right, title and interest in and to the Contributed Assets, and contributes and enters into the Ancillary Agreements, in a transaction or transactions described in Section 351 of the Code, all as specified in more detail in Annex III attached hereto. Without limiting the generality of the foregoing, Parent shall first assign, transfer, convey and deliver to ADLI, and ADLI shall accept from Parent, the Contributed Assets held by Parent, and immediately thereafter, ADLI shall assign, transfer and deliver to Sub or another member of the Sub GroupSub, and Sub, on its behalf and on behalf of the members of the Sub Group, shall accept from ADLI, the Contributed Assets then held by ADLI in each case in accordance with a Conveyancing and Assumption Instrument satisfactory to the parties. SECTION Section 2.1.2 Subject to Section 7.3 hereof, to the extent that any such conveyances, assignments, transfers and deliveries shall not have been so consummated on the Effective Date, Parent and Sub shall cooperate to effect such consummation as promptly thereafter as shall be practicable, it nonetheless being understood and agreed by Parent and Sub that neither shall be liable in any manner to any Person who is not a party to this Agreement other than a member of the Parent Group or the Sub Group for any failure of any of the transfers contemplated by this Section 2 to be consummated on or subsequent to the Effective Date. Each party agrees to use best efforts to have the Sub Business which is not so transferred to be run in the ordinary course of business and consistent with the Plan and the terms of this Agreement. Whether or not all of the Contributed Assets or the Assumed Liabilities shall have been legally transferred to Sub and the applicable member of the Sub Group as of the Effective Date, (i) Parent and Sub agree that, as of the Effective Date, Sub and the other members of the Sub Group shall have, and shall be deemed to have acquired, complete and sole beneficial ownership over all of the Contributed Assets, except as described herein with respect to assets which are non-assignable, together with all of the rights, powers and privileges (except as provided in Section 8.10 hereof) incident thereto, and (ii) shall be deemed to have assumed in accordance with the terms of this Agreement all of the Assumed Liabilities and all of the Parent Group's duties, obligations and responsibilities incident thereto, in each case as if such assignment and assumption in fact had occurred on the Effective Date.