Common use of The Separation and Related Transactions Clause in Contracts

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) Ameriprise directly or indirectly operating the Ameriprise Group and the Ameriprise Business, continuing to own the Ameriprise Assets and retaining and continuing to be liable for the Ameriprise Liabilities and (B) AXP directly or indirectly operating the AXP Group and the AXP Business, continuing to own the AXP Assets and retaining and continuing to be liable for the AXP Liabilities. (ii) Pursuant to the Separation, Ameriprise, or a member of the Ameriprise Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Ameriprise Assets. Concurrently therewith, Ameriprise shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Ameriprise Liabilities in accordance with their respective terms. Pursuant to the Separation, AXP, or a member of the AXP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all AXP Assets. Concurrently therewith, AXP shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the AXP Liabilities in accordance with their respective terms. From and after the Effective Time, Ameriprise or a member of the Ameriprise Group shall be solely responsible for all Ameriprise Liabilities and AXP or a member of the AXP Group shall be solely responsible for all AXP Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AXP's or Ameriprise's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the AXP Group or the Ameriprise Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AXP Group or the Ameriprise Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates, as the case may be. Notwithstanding anything herein to the contrary, this Section 2.03(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, delivered and/or assumed under any Ancillary Agreement, which shall be governed by the terms thereof. (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) AXP owns or is in possession of any Ameriprise Asset or Ameriprise owns or is in possession of any AXP Asset or (B) AXP is liable to any third party for any Ameriprise Liability or Ameriprise is liable to any third party for any AXP Liability, AXP and Ameriprise shall, and shall cause the respective members of their Groups to, cooperate and use their respective reasonable best efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any AXP Asset or Ameriprise Asset, as the case may be, and/or assume any AXP Liability or Ameriprise Liability, as the case may be, such that, on or prior to the Effective Time, Ameriprise or a member of the Ameriprise Group owns and is in possession of the Ameriprise Assets and is solely liable for the Ameriprise Liabilities and AXP or a member of the AXP Group owns and is in possession of the AXP Assets and is solely liable for the AXP Liabilities.

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) Ameriprise Dealer directly or indirectly operating the Ameriprise Dealer Group and the Ameriprise Dealer Business, continuing to own owning all of the Ameriprise Dealer Assets and retaining and continuing to be being liable for all of the Ameriprise Dealer Liabilities and (B) AXP ADP directly or indirectly operating the AXP ADP Group and the AXP ADP Business, continuing to own owning all of the AXP ADP Assets and retaining and continuing to be being liable for all of the AXP ADP Liabilities. (ii) Pursuant to the Separation, AmeripriseDealer, or a member one or more members of the Ameriprise Dealer Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Ameriprise Dealer Assets. Concurrently therewith, Ameriprise Dealer shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Ameriprise Dealer Liabilities in accordance with their respective terms, in each case except as otherwise provided in any Ancillary Agreement. Pursuant to the Separation, AXPADP, or a member one or more members of the AXP ADP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all AXP ADP Assets. Concurrently therewith, AXP ADP shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the AXP ADP Liabilities in accordance with their respective terms. From and after the Effective Time, Ameriprise Dealer or a member one or more members of the Ameriprise Dealer Group shall be solely responsible for all Ameriprise Dealer Liabilities and AXP ADP or a member one or more members of the AXP ADP Group shall be solely responsible for all AXP ADP Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AXP's ADP’s or Ameriprise's Dealer’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the AXP ADP Group or the Ameriprise Dealer Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AXP ADP Group or the Ameriprise Dealer Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates, as the case may be. Notwithstanding anything herein to the contrary, this Section 2.03(a)(ii2.3(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, licensed, delivered and/or assumed under any Ancillary Agreement, which shall be governed by the terms thereof. (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) AXP any member of the ADP Group owns or is in possession of any Ameriprise Dealer Asset or Ameriprise any member of the Dealer Group owns or is in possession of any AXP ADP Asset or (B) AXP any member of the ADP Group is liable to any third party for any Ameriprise Dealer Liability or Ameriprise any member of the Dealer Group is liable to any third party for any AXP ADP Liability, AXP ADP and Ameriprise Dealer shall, and shall cause the respective members of their Groups to, cooperate and use their respective commercially reasonable best efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any AXP ADP Asset or Ameriprise Dealer Asset, as the case may be, and/or assume any AXP ADP Liability or Ameriprise Dealer Liability, as the case may be, such that, on or prior to the Effective Time, Ameriprise Dealer or a member of the Ameriprise Dealer Group owns and is in possession of the Ameriprise Dealer Assets and is solely liable for the Ameriprise Dealer Liabilities and AXP ADP or a member of the AXP ADP Group owns and is in possession of the AXP ADP Assets and is solely liable for the AXP ADP Liabilities.

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) Ameriprise Broadridge directly or indirectly operating the Ameriprise Broadridge Group and the Ameriprise Broadridge Business, continuing to own owning all of the Ameriprise Broadridge Assets and retaining and continuing to be being liable for all of the Ameriprise Broadridge Liabilities and (B) AXP ADP directly or indirectly operating the AXP ADP Group and the AXP ADP Business, continuing to own owning all of the AXP ADP Assets and retaining and continuing to be being liable for all of the AXP ADP Liabilities. (ii) Pursuant to the Separation, AmeripriseBroadridge, or a member one or more members of the Ameriprise Broadridge Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Ameriprise Broadridge Assets. Concurrently therewith, Ameriprise Broadridge shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Ameriprise Broadridge Liabilities in accordance with their respective terms. Pursuant to the Separation, AXPADP, or a member one or more members of the AXP ADP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all AXP ADP Assets. Concurrently therewith, AXP ADP shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the AXP ADP Liabilities in accordance with their respective terms. From and after the Effective Time, Ameriprise Broadridge or a member one or more members of the Ameriprise Broadridge Group shall be solely responsible for all Ameriprise Broadridge Liabilities and AXP ADP or a member one or more members of the AXP ADP Group shall be solely responsible for all AXP ADP Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AXP's ADP’s or Ameriprise's Broadridge’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the AXP ADP Group or the Ameriprise Broadridge Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AXP ADP Group or the Ameriprise Broadridge Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates, as the case may be. Notwithstanding anything herein to the contrary, this Section 2.03(a)(ii2.3(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, delivered and/or assumed under any Ancillary Agreement, which shall be governed by the terms thereof. (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) AXP any member of the ADP Group owns or is in possession of any Ameriprise Broadridge Asset or Ameriprise any member of the Broadridge Group owns or is in possession of any AXP ADP Asset or (B) AXP any member of the ADP Group is liable to any third party for any Ameriprise Broadridge Liability or Ameriprise any member of the Broadridge Group is liable to any third party for any AXP ADP Liability, AXP ADP and Ameriprise Broadridge shall, and shall cause the respective members of their Groups to, cooperate and use their respective commercially reasonable best efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any AXP ADP Asset or Ameriprise Broadridge Asset, as the case may be, and/or assume any AXP ADP Liability or Ameriprise Broadridge Liability, as the case may be, such that, on or prior to the Effective Time, Ameriprise Broadridge or a member of the Ameriprise Broadridge Group owns and is in possession of the Ameriprise Broadridge Assets and is solely liable for the Ameriprise Broadridge Liabilities and AXP ADP or a member of the AXP ADP Group owns and is in possession of the AXP ADP Assets and is solely liable for the AXP ADP Liabilities.

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) Ameriprise Newspaper Holdco directly or indirectly operating the Ameriprise Newspaper Holdco Group and the Ameriprise Newspaper Holdco Business, continuing to own the Ameriprise Newspaper Holdco Assets and retaining and continuing to be liable for the Ameriprise Newspaper Holdco Liabilities and (B) AXP Belo directly or indirectly operating the AXP Belo Group and the AXP Belo Business, continuing to own the AXP Belo Assets and retaining and continuing to be liable for the AXP Belo Liabilities. (ii) Pursuant to the Separation, AmeripriseNewspaper Holdco, or a member of the Ameriprise Newspaper Holdco Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Ameriprise Newspaper Holdco Assets. Concurrently therewith, Ameriprise shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Ameriprise Liabilities in accordance with their respective terms. Pursuant to the Separation, AXP, or a member of the AXP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all AXP Assets. Concurrently therewith, AXP Newspaper Holdco shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the AXP Newspaper Holdco Liabilities in accordance with their respective terms. Pursuant to the Separation, Belo, or a member of the Belo Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Belo Assets. Concurrently therewith, Belo shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Belo Liabilities in accordance with their respective terms. From and after the Effective Time, Ameriprise Newspaper Holdco or a member of the Ameriprise Newspaper Holdco Group shall be solely responsible for all Ameriprise Newspaper Holdco Liabilities and AXP Belo or a member of the AXP Belo Group shall be solely responsible for all AXP Belo Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution DateEffective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AXP's Belo’s or Ameriprise's Newspaper Holdco’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the AXP Belo Group or the Ameriprise Newspaper Holdco Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AXP Belo Group or the Ameriprise Newspaper Holdco Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates, as the case may be. Notwithstanding anything herein to the contrary, this Section 2.03(a)(ii2.02(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, delivered and/or assumed under any Ancillary Agreement, which Assets and Liabilities shall be governed by the terms thereof, nor the Circulation Litigation, which shall be governed by Section 5.06. (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) AXP Belo owns or is in possession of any Ameriprise Newspaper Holdco Asset or Ameriprise Newspaper Holdco owns or is in possession of any AXP Belo Asset or (B) AXP Belo is liable to any third party for any Ameriprise Newspaper Holdco Liability or Ameriprise Newspaper Holdco is liable to any third party for any AXP Belo Liability, AXP Belo and Ameriprise Newspaper Holdco shall, and shall cause the respective members of their Groups to, cooperate and use their respective commercially reasonable best efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any AXP Belo Asset or Ameriprise Newspaper Holdco Asset, as the case may be, and/or assume any AXP Belo Liability or Ameriprise Newspaper Holdco Liability, as the case may be, such that, on or prior to the Effective Time, Ameriprise Newspaper Holdco or a member of the Ameriprise Newspaper Holdco Group owns and is in possession of the Ameriprise Newspaper Holdco Assets and is solely liable for the Ameriprise Newspaper Holdco Liabilities and AXP Belo or a member of the AXP Belo Group owns and is in possession of the AXP Belo Assets and is solely liable for the AXP Belo Liabilities.

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) Ameriprise Broadridge directly or indirectly operating the Ameriprise Broadridge Group and the Ameriprise Broadridge Business, continuing to own owning all of the Ameriprise Broadridge Assets and retaining and continuing to be being liable for all of the Ameriprise Broadridge Liabilities and (B) AXP ADP directly or indirectly operating the AXP ADP Group and the AXP ADP Business, continuing to own owning all of the AXP ADP Assets and retaining and continuing to be being liable for all of the AXP ADP Liabilities. (ii) Pursuant to the Separation, AmeripriseBroadridge, or a member one or more members of the Ameriprise Broadridge Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Ameriprise Broadridge Assets. Concurrently therewith, Ameriprise Broadridge shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Ameriprise Broadridge Liabilities in accordance with their respective terms. Pursuant to the Separation, AXPADP, or a member one or more members of the AXP ADP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all AXP ADP Assets. Concurrently therewith, AXP ADP shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the AXP ADP Liabilities in accordance with their respective terms. From and after the Effective Time, Ameriprise Broadridge or a member one or more members of the Ameriprise Broadridge Group shall be solely responsible for all Ameriprise Broadridge Liabilities and AXP ADP or a member one or more members of the AXP ADP Group shall be solely responsible for all AXP ADP Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AXP's ADP’s or Ameriprise's Broadridge’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the AXP ADP Group or the Ameriprise Broadridge Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AXP ADP Group or the Ameriprise Broadridge Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates, as the case may be. Notwithstanding anything herein to the contrary, this Section 2.03(a)(ii2.3(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, delivered and/or assumed under any Ancillary Agreement, which shall be governed by the terms thereof. (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) AXP any member of the ADP Group owns or is in possession of any Ameriprise Broadridge Asset or Ameriprise any member of the Broadridge Group owns or is in possession of any AXP ADP Asset or (B) AXP any member of the ADP Group is liable to any third party for any Ameriprise Broadridge Liability or Ameriprise any member of the Broadridge Group is liable to any third party for any AXP ADP Liability, AXP ADP and Ameriprise Broadridge shall, and shall cause the respective members of their Groups to, cooperate and use their respective commercially reasonable best efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any AXP ADP Asset or Ameriprise Broadridge Asset, as the case may be, and/or assume any AXP ADP Liability or Ameriprise Broadridge Liability, as the case may be, such that, on or prior to the Effective Time, Ameriprise Broadridge or a member of the Ameriprise Broadridge Group owns and is in possession of the Ameriprise Broadridge Assets and is solely liable for the Ameriprise Broadridge Liabilities and AXP ADP or a member of the AXP ADP Group owns and is in possession of the AXP ADP Assets and is solely liable for the AXP ADP Liabilities. (b) Delayed Transfer of Assets and/or Liabilities. To the extent that any contribution, assignment, transfer, conveyance, delivery or assumption required pursuant to Section 2.3 shall not have been consummated as of the Effective Time, whether by its terms or by operation of Law (any such Asset and/or Liability, a “Delayed Transfer Asset and/or Liability”) and subject to any Ancillary Agreement: (i) ADP and Broadridge thereafter shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect such contribution, assignment, transfer, conveyance, delivery or assumption as promptly following the Effective Time as shall be practicable;

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) Ameriprise Newspaper Holdco directly or indirectly operating the Ameriprise Newspaper Holdco Group and the Ameriprise Newspaper Holdco Business, continuing to own the Ameriprise Newspaper Holdco Assets and retaining and continuing to be liable for the Ameriprise Newspaper Holdco Liabilities and (B) AXP Belo directly or indirectly operating the AXP Belo Group and the AXP Belo Business, continuing to own the AXP Belo Assets and retaining and continuing to be liable for the AXP Belo Liabilities. (ii) Pursuant to the Separation, AmeripriseNewspaper Holdco, or a member of the Ameriprise Newspaper Holdco Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Ameriprise Newspaper Holdco Assets. Concurrently therewith, Ameriprise shall remain solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Ameriprise Liabilities in accordance with their respective terms. Pursuant to the Separation, AXP, or a member of the AXP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all AXP Assets. Concurrently therewith, AXP Newspaper Holdco shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the AXP Newspaper Holdco Liabilities in accordance with their respective terms. Pursuant to the Separation, Belo, or a member of the Belo Group, shall remain and be the sole owner, and shall have exclusive right, title and interest in and to, all Belo Assets. Concurrently therewith, Belo shall remain and be solely liable for and shall faithfully perform, fulfill and discharge fully in due course all of the Belo Liabilities in accordance with their respective terms. From and after the Effective Time, Ameriprise Newspaper Holdco or a member of the Ameriprise Newspaper Holdco Group shall be solely responsible for all Ameriprise Newspaper Holdco Liabilities and AXP Belo or a member of the AXP Belo Group shall be solely responsible for all AXP Belo Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AXP's Belo’s or Ameriprise's Newspaper Holdco’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the AXP Belo Group or the Ameriprise Newspaper Holdco Group, as the case may be) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AXP Belo Group or the Ameriprise Newspaper Holdco Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates, as the case may be. Notwithstanding anything herein to the contrary, this Section 2.03(a)(ii2.02(a)(ii) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, delivered and/or assumed under any Ancillary Agreement, which Assets and Liabilities shall be governed by the terms thereof, nor the Circulation Litigation, which shall be governed by Section 5.06. (iii) Subject to any Ancillary Agreement and to the extent that prior to the Effective Time, (A) AXP Belo owns or is in possession of any Ameriprise Newspaper Holdco Asset or Ameriprise Newspaper Holdco owns or is in possession of any AXP Belo Asset or (B) AXP Belo is liable to any third party for any Ameriprise Newspaper Holdco Liability or Ameriprise Newspaper Holdco is liable to any third party for any AXP Belo Liability, AXP Belo and Ameriprise Newspaper Holdco shall, and shall cause the respective members of their Groups to, cooperate and use their respective commercially reasonable best efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any AXP Belo Asset or Ameriprise Newspaper Holdco Asset, as the case may be, and/or assume any AXP Belo Liability or Ameriprise Newspaper Holdco Liability, as the case may be, such that, on or prior to the Effective Time, Ameriprise Newspaper Holdco or a member of the Ameriprise Newspaper Holdco Group owns and is in possession of the Ameriprise Newspaper Holdco Assets and is solely liable for the Ameriprise Newspaper Holdco Liabilities and AXP Belo or a member of the AXP Belo Group owns and is in possession of the AXP Belo Assets and is solely liable for the AXP Belo Liabilities.