Transfer of Assets and Assumption of Liabilities. (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:
Transfer of Assets and Assumption of Liabilities. (a) On or prior to the Distribution Date, but in any case prior to the Effective Time, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date hereof:
(i) Covidien shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Mallinckrodt or the applicable Mallinckrodt Designees, and Mallinckrodt or such Mallinckrodt Designees shall accept from Covidien and its applicable Subsidiaries, all of Covidien’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Mallinckrodt Assets (it being understood that if any Mallinckrodt Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt Asset may be assigned, transferred, conveyed and delivered to Mallinckrodt as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity from Covidien or its applicable Subsidiaries to Mallinckrodt or its applicable Subsidiaries);
(ii) subject to Section 2.5(c), Mallinckrodt and the applicable Mallinckrodt Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Mallinckrodt Liabilities in accordance with their respective terms. Mallinckrodt and such Mallinckrodt Designees shall be responsible for all Mallinckrodt Liabilities, regardless of when or where such Mallinckrodt Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Mallinckrodt Liabilities are asserted or determined (including any Mallinckrodt Liabilities arising out of claims made by Covidien’s or Mallinckrodt’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Group or the Mallinckrodt Group) 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, misrepresentation or any other cause by any member of the Covidien Group or the Mallinckrodt Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;
(iii) Covidien shall cause the Mallinckrodt Designees...
Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on or prior to the Effective Time and prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step Plan”):
Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to:
(i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Group in, to and under all SpinCo Assets not already owned by the SpinCo Group,
(ii) transfer and convey to one or more members of the Honeywell Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Assets not already owned by the Honeywell Group,
(iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and
(iv) cause one or more members of the Honeywell Group to assume all of the Honeywell Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification Agreement.
(b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any Honeywell Asset or Honeywell Liability, as the case may be, (ii) the transfer or conveyance by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any ...
Transfer of Assets and Assumption of Liabilities. (a) Bentley shall and hereby does, on behalf of itself and the other members of the Bentley Group, as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed, to CPEX or a Subsidiary of CPEX all of Bentley’s and the other members’ of the Bentley Group’s right, title and interest in and to the CPEX Assets (the “Transfer”).
(b) CPEX shall and hereby does, on behalf of itself and its Subsidiaries, as applicable, accept the Transfer from Bentley.
(c) On or before the Distribution Date, Bentley shall transfer the CPEX Employees to CPEX.
(d) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Distribution Date, CPEX shall, or shall cause one of its Subsidiaries to, accept, assume (or, as applicable, retain), perform, discharge and fulfill, in accordance with their respective terms, all the CPEX Liabilities, in each case, unless specified otherwise in the definition of CPEX Liabilities, regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred prior to, on or after the date hereof. Notwithstanding the foregoing, CPEX shall not assume any Liability attributable to the failure of Bentley or its officers, directors, employees, agents or Affiliates to perform Bentley’s obligations to CPEX pursuant to this Agreement or the Ancillary Agreements.
(e) If at any time (whether prior to or after the Distribution Date) either Party hereto or any member of a Group 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 Distribution Date, to such Party hereto (or any member of such Party’s Group).
(f) In furtherance of the Transfer and the assumption of the CPEX Liabilities by CPEX as set forth above, and simultaneously with the execution and delivery of this Agreement (i) Bentley 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 ...
Transfer of Assets and Assumption of Liabilities. (a) In accordance with the Separation Step Plan and to the extent not effected prior to the date of this Agreement, subject to Section 2.01(d), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to:
(i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Nuance Group in, to and under all SpinCo Assets not already owned by the SpinCo Group;
(ii) transfer and convey to one or more members of the Nuance Group all of the right, title and interest of the SpinCo Group in, to and under all Nuance Assets not already owned by the Nuance Group;
(iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Nuance Group; and
(iv) cause one or more members of the Nuance Group to assume all of the Nuance Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Separation Step Plan. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VII or any insurance policies which are the subject of Article VIII.
(b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Nuance (or a member of the Nuance Group) of any Nuance Asset or Nuance Liability, as the case may be, (ii) the transfer or conveyance by Nuance (or a member of the Nuance Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement or any Ancillary Agreement, the Parties shall use reasonable best efforts to promptly effec...
Transfer of Assets and Assumption of Liabilities. (a) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transfer, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and accept from Sprint and the other members of the Sprint Group, all of Sprint’s and the members of the Sprint Group’s respective right, title and interest in the Embarq Group Assets.
(b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq and the members of the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Liabilities, respectively, regardless of when or where these Liabilities arose or arise, or whether the facts on which they are based occurred before, on or after the date of this agreement, regardless of where or against whom these Liabilities are asserted or determined or whether asserted or determined before, on or after the date of this agreement.
(c) To the extent that any transfer or assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:
Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assigns, transfers, conveys and delivers to NUVOLA, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, all of BOLC's and its applicable Subsidiaries' respective right, title and interest in and to the NUVOLA Assets (as defined in Section 2.2 below).
(b) NUVOLA hereby assumes and agrees to faithfully perform and fulfill all NUVOLA Liabilities (as defined in Section 2.3), in accordance with their respective terms. Notwithstanding the foregoing, NUVOLA shall not assume any Liability attributable to the failure of BOLC or its officers, directors, employees, agents, Subsidiaries or Affiliates to perform BOLC's obligations to NUVOLA pursuant to this Agreement or the Ancillary Agreements.
(c) In the event that at any time or from time to time (whether prior to or after the Distribution Date) any party hereto (or any member of the BOLC Group or NUVOLA Group, as applicable), 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, such asset to such Person so entitled thereto. Prior to such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to or after the Distribution Date) any party hereto or any member of the BOLC Group or NUVOLA Group, as applicable, shall hold or otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed pursuant to this Agreement or any Ancillary Agreement, such Person shall, to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled thereto.
(d) In furtherance of the assignment, transfer and conveyance of NUVOLA Assets and the assumption of NUVOLA Liabilities set forth in Section 2.1 (a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC shall execute and deliver, and shall cause its Subsidiaries 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, conveya...
Transfer of Assets and Assumption of Liabilities. (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Plan of Reorganization”):
(i) Transfer and Assignment of SpinCo Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or the applicable SpinCo Designees, and SpinCo or such SpinCo Designees shall accept from Parent and the applicable members of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of the SpinCo Assets (it being understood that if any SpinCo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee);
Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Effective Time and to the extent not previously effected pursuant to the Internal Reorganization:
(i) Biogen shall, and shall cause the applicable members of the Biogen Group to, contribute, assign, transfer, convey and deliver (“Transfer”) to Bioverativ, or the applicable Bioverativ Designees, and Bioverativ or such Bioverativ Designees shall accept from Biogen and the applicable members of the Biogen Group, all of Biogen’s and such Biogen Group member’s respective direct or indirect right, title and interest in and to all Bioverativ Assets held by Biogen or a member of the Biogen Group (it being understood that if any Bioverativ Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ Assets to be Transferred pursuant to this Section 2.2(b)(i), such Bioverativ Asset may be considered to be so Transferred to Bioverativ or the applicable Bioverativ Designee as a result of the Transfer of all of the equity interests in such Person from Biogen or the applicable member(s) of the Biogen Group to Bioverativ or the applicable Bioverativ Designee); and
(ii) Bioverativ shall, and shall cause the applicable members of the Bioverativ Group to, Transfer to Biogen or the applicable Biogen Designees, and Biogen or such Biogen Designees shall accept from Bioverativ and the applicable members of the Bioverativ Group, all of Bioverativ’s and such Bioverativ Group member’s respective direct or indirect right, title and interest in and to all Biogen Retained Assets held by Bioverativ or a member of the Bioverativ Group (it being understood that if any Biogen Retained Asset shall be held by a Person all of the outstanding equity of which is included in the Biogen Retained Assets to be Transferred pursuant to this Section 2.2(b)(ii), such Biogen Retained Asset may be considered to be so Transferred to Biogen or the applicable Biogen Designee as a result of the Transfer of all of the equity interests in such Person from Bioverativ or the applicable member(s) of the Bioverativ Group to Biogen or the applicable Biogen Designee).
