Common use of Transfer of Assets and Assumption of Liabilities Clause in Contracts

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”):

Appears in 4 contracts

Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (Kellanova), Separation and Distribution Agreement (WK Kellogg Co)

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Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on On or prior to the Effective Time and prior to the DistributionTime, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Separation Step Plan”):), but subject to Section 2.4:

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Arconic Corp), Separation and Distribution Agreement (Arconic Rolled Products Corp), Separation and Distribution Agreement (Alcoa Corp)

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 Separation Step Plan”):

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Embecta Corp.), Separation and Distribution Agreement (Becton Dickinson & Co), Separation and Distribution Agreement (Embecta Corp.)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on On or prior to the Effective Time and prior to the DistributionTime, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step PlanPlan of Reorganization):), but subject to Section 2.4:

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Alcoa Upstream Corp), Separation and Distribution Agreement (Alcoa Upstream Corp)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on At or prior to the Effective Time and prior to the DistributionTime, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step PlanReorganization):), but subject to Section 2.4:

Appears in 3 contracts

Samples: Separation and Distribution Agreement (International Paper Co /New/), Separation and Distribution Agreement (Sylvamo Corp), Separation and Distribution Agreement (Sylvamo Corp)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on On or prior to the Effective Time and prior to the DistributionTime, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step PlanPlan of Reorganization”):

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Adient LTD), Separation and Distribution Agreement (Johnson Controls International PLC), Separation and Distribution Agreement (Adient LTD)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on On or prior to the Effective Time and Time, but in any case prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step PlanPlan of Reorganization):), but subject to Section 2.6:

Appears in 3 contracts

Samples: Separation and Distribution Agreement (CNX Resources Corp), Separation and Distribution Agreement (CNX Resources Corp), Separation and Distribution Agreement (CONSOL Mining Corp)

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Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on Section 2.10, Section 2.11 and Section 2.19, at 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 Separation Step Plan”):

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (3M Health Care Co)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on At or prior to the Effective Time and prior to the Distribution, in accordance with the plan Plan of Reorganization, but subject to Section 2.4 and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step Plan”):Section 2.5:

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Zimmer Biomet Holdings, Inc.), Separation and Distribution Agreement (ZimVie Inc.), Separation and Distribution Agreement (ZimVie Inc.)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on 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) (in the “Internal Reorganization Step Plan”Restructuring Plan and subject to Section 2.01(b):

Appears in 1 contract

Samples: Separation and Distribution Agreement (Vertiv Co.)

Transfer of Assets and Assumption of Liabilities. (a) Subject to Section 2.4, on On or prior to the Mandatory Exchange Effective Time and prior to the DistributionTime, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step PlanPlan of Reorganization”):

Appears in 1 contract

Samples: Separation Agreement (Vimeo, Inc.)

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