Common use of Transfer of Assets and Assumption of Liabilities Prior to Effective Time Clause in Contracts

Transfer of Assets and Assumption of Liabilities Prior to Effective Time. Subject to Section 2.1 and Section 2.2(b), in accordance with Section 2.1 of the Disclosure Schedule and to the extent not previously effected prior to the date hereof pursuant to Section 2.1 of the Disclosure Schedule, WPC and NLOP agree to take all actions necessary so that, immediately prior to the Effective Time, (i) the NLOP Group will own, to the extent it does not already own, all of the NLOP Assets and none of the WPC Assets, and (ii) the NLOP Group will assume, to the extent it is not already liable for, all NLOP Liabilities. For the avoidance of doubt, Section 2.1 of the Disclosure Schedule shall take precedence in the event of any conflict between the terms of this Article II and Section 2.1 of the Disclosure Schedule, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Effective Time shall be deemed to have been made prior to the Effective Time consistent with Section 2.1 of the Disclosure Schedule.

Transfer of Assets and Assumption of Liabilities Prior to Effective Time. Subject to Section 2.1 and Section 2.2(b), in accordance with Section 2.1 of the Disclosure Schedule and to the extent not previously effected prior to the date hereof pursuant to Section 2.1 of the Disclosure Schedule, WPC SRC and NLOP SMTA agree to take all actions necessary so that, immediately prior to the Effective Time, (i) the NLOP SMTA Group will own, to the extent it does not already own, all of the NLOP SMTA Assets and none of the WPC SRC Assets, and (ii) the NLOP SMTA Group will assume, to the extent it is not already liable for, all NLOP SMTA Liabilities. For the avoidance of doubt, Section 2.1 of the Disclosure Schedule shall take precedence in the event of any conflict between the terms of this Article II and Section 2.1 of the Disclosure Schedule, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Effective Time shall be deemed to have been made prior to the Effective Time consistent with Section 2.1 of the Disclosure disclosure Schedule.