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

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 to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by Covidien, and such other Subsidiaries shall accept from the Mallinckrodt Designees, the Mallinckrodt Designees’ respective right, title and interest in and to any Excluded Assets specified by Covidien to be so assigned, transferred, conveyed and delivered; and (iv) Covidien and certain of its Subsidiaries designated by Covidien shall accept and assume from the Mallinckrodt Designees and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of the Mallinckrodt Designees, and Covidien and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded 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 Excluded Liabilities are asserted or determined (including any such Excluded 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. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Mallinckrodt Assets and the assumption of the Mallinckrodt Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt Liabilities are assumed (i) Covidien shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of Covidien’s and its applicable Subsidiaries’ (other than Mallinckrodt’s Subsidiaries) right, title and interest in and to the Mallinckrodt Assets to Mallinckrodt and/or the Mallinckrodt Designees, and (ii) Mallinckrodt shall execute and deliver, and shall cause the applicable Mallinckrodt Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt Liabilities by Mallinckrodt and the Mallinckrodt Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Transfer Documents.” (c) In the event that, in connection with the Separation, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability 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 or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Person. (d) Mallinckrodt hereby waives compliance by each and every member of the Covidien Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Assets to any member of the Mallinckrodt Group. (e) Covidien hereby waives compliance by each and every member of the Mallinckrodt Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Group.

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 as amended, updated or supplemented from time to time 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 subject to Section 2.5 and Section 2.14 and to the extent permitted by applicable Law, Pentair shall, and shall cause its applicable Subsidiaries to, assign, transfer, contribute, distribute, convey and deliver to Mallinckrodt nVent Finance or the applicable Mallinckrodt nVent Designees, and Mallinckrodt nVent Finance or such Mallinckrodt nVent Designees shall accept from Covidien Pentair and its applicable Subsidiaries, all of CovidienPentair’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Mallinckrodt nVent Assets (it being understood that if any Mallinckrodt nVent Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt nVent Asset may be assigned, transferred, conveyed conveyed, contributed, distributed and delivered to Mallinckrodt nVent Finance as a result of the transfer of all or substantially all of the equity interests held by Pentair or its Subsidiaries in such Transferred Entity from Covidien Pentair or its applicable Subsidiaries to Mallinckrodt nVent Finance or its applicable Subsidiaries); (ii) subject to Section 2.5(c)2.5 and to the extent permitted by applicable Law, Mallinckrodt and the applicable Mallinckrodt Designees nVent Finance shall, or shall cause an nVent Designee to, accept, assume and agree faithfully to perform, discharge and fulfill all the Mallinckrodt nVent Liabilities in accordance with their respective terms (it being understood that if any nVent Liability is a liability of a Transferred Entity or a Subsidiary of a Transferred Entity, such nVent Liability may be assumed by nVent Finance or the applicable nVent Designee as a result of the transfer of all of the equity interests held by Pentair or its Subsidiaries in such Transferred Entity from Pentair or the applicable members of the Pentair Group to nVent Finance or the applicable nVent Designee). nVent Finance or such nVent Designee shall be responsible for all nVent Liabilities, regardless of when or where such nVent Liabilities arose or arise, or whether the facts on which they are based occurred prior, or subsequent, to the Effective Time, regardless of where or against whom such nVent Liabilities are asserted or determined (including any nVent Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Pentair Group or the nVent 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 Pentair Group or the nVent Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) subject to Section 2.5 and to the extent permitted by applicable Law, Pentair shall cause the nVent Designees to assign, transfer, contribute, distribute, convey and deliver to certain of Pentair’s Subsidiaries that are designated by Pentair and not nVent Designees, and such Subsidiaries shall accept from the nVent Designees, the nVent Designees’ respective right, title and interest in and to any Pentair Assets specified by Pentair to be so assigned, transferred, conveyed, contributed, distributed and delivered; and (iv) subject to Section 2.5 and to the extent permitted by applicable Law, Pentair shall, or shall cause a Subsidiary of Pentair designated by Pentair to, accept, assume and agree faithfully to perform discharge and fulfill all the Pentair Liabilities in accordance with their respective terms. Mallinckrodt and such Mallinckrodt Designees Such Pentair Subsidiaries shall be responsible for all Mallinckrodt Pentair Liabilities, regardless of when or where such Mallinckrodt Pentair 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 Pentair Liabilities are asserted or determined (including any Mallinckrodt such Pentair Liabilities arising out of claims made by CovidienPentair’s or MallinckrodtnVent’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Pentair Group or the Mallinckrodt nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from from, or alleged to arise from from, negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of the Covidien Pentair Group or the Mallinckrodt Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) Covidien shall cause the Mallinckrodt Designees to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by Covidien, and such other Subsidiaries shall accept from the Mallinckrodt Designees, the Mallinckrodt Designees’ respective right, title and interest in and to any Excluded Assets specified by Covidien to be so assigned, transferred, conveyed and delivered; and (iv) Covidien and certain of its Subsidiaries designated by Covidien shall accept and assume from the Mallinckrodt Designees and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of the Mallinckrodt Designees, and Covidien and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded 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 Excluded Liabilities are asserted or determined (including any such Excluded 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 nVent Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) In furtherance of the assignment, transfer, contribution, distribution, conveyance and delivery of the Mallinckrodt nVent Assets and the assumption acceptance, assumption, performance, discharge and fulfillment in accordance with their respective terms of the Mallinckrodt nVent Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt nVent Assets are assigned, transferred, conveyed conveyed, contributed, distributed or delivered or such Mallinckrodt nVent Liabilities are assumed (i) Covidien Pentair shall execute and deliver, and shall shall, to the extent permitted by applicable Law, cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, contribution, distribution, conveyance and assignment as and to the extent necessary or required in accordance with applicable Law or custom to evidence the transfer, contribution, distribution, conveyance and assignment of all of CovidienPentair’s and its applicable Subsidiaries’ (other than MallinckrodtnVent’s Subsidiaries) right, title and interest in and to the Mallinckrodt nVent Assets to Mallinckrodt nVent Finance and/or the Mallinckrodt nVent Designees, and (ii) Mallinckrodt nVent shall execute and deliver, and shall shall, to the extent permitted by applicable Law, cause the applicable Mallinckrodt nVent Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary or required in accordance with applicable Law or custom to evidence the valid and effective assumption of the Mallinckrodt nVent Liabilities by Mallinckrodt nVent Finance and the Mallinckrodt nVent Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Pentair Transfer Documents.”” Further, the Parties shall execute and deliver, and shall, to the extent permitted by applicable Law, cause their applicable Subsidiaries to execute and deliver, any other forms, notarial deeds, instruments or other similar documents necessary pursuant to applicable Law or custom to effect the assignment, transfer, contribution, distribution, conveyance and delivery or assumption of all of the rights and obligations, as applicable, contemplated in the Pentair Transfer Documents (including any necessary notarizations, legalizations or other attestations and execution formalities to the extent required by applicable Law). (c) In the event that, in connection with the Separation, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability 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 or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may bebe and to the extent an Asset comprises Information that constitutes personal data, once the personal data has been transferred to the Person entitled to the Asset, the transferring Party shall cease to use the personal data and, with respect to any copies or extracts of such personal data retained on its filing systems, the transferring Party shall: (i) to the extent it processed such personal data as a data controller, continue to comply with its relevant obligations under applicable Data Protection Laws; or (ii) to the extent it processed such personal data as a data processor on behalf of a receiving Party, it shall comply with the obligations set out in Section 4.05(b) of the Transition Services Agreement (whether or not acting pursuant to the performance of a specific service under the Transition Services Agreement) in circumstances where the receiving Party as a data controller is subject to Data Protection Laws in the European Union and otherwise the transferring Party, take reasonable steps to delete the personal data and all copies and extracts of the personal data unless it is required to retain a copy in accordance with applicable Law. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust (or the applicable Law equivalent), subject to, and where recognized by, applicable Law, for any such other Person. (d) Mallinckrodt nVent hereby waives compliance by itself and, to the extent permitted by applicable Law, each and every member of the Covidien Pentair Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt nVent Assets to any member of the Mallinckrodt nVent Group. (e) Covidien Pentair hereby waives compliance by itself and, to the extent permitted by applicable Law, each and every member of the Mallinckrodt nVent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Pentair Assets to any member of the Covidien Pentair Group.

Transfer of Assets and Assumption of Liabilities. (a) On or prior to the Distribution IPO Closing Date, but in any case case, prior to the Effective Timeclosing of the IPO, 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”) 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 Sunoco shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Mallinckrodt SunCoke, or the applicable Mallinckrodt Designeescertain of SunCoke’s Subsidiaries designated by SunCoke, and Mallinckrodt SunCoke or such Mallinckrodt Designees Subsidiaries shall accept from Covidien Sunoco and its applicable Subsidiaries, all of CovidienSunoco’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Mallinckrodt SunCoke Assets (it being understood that if any Mallinckrodt SunCoke Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt SunCoke Asset may be assigned, transferred, conveyed and delivered to Mallinckrodt SunCoke as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity from Covidien Sunoco or its applicable Subsidiaries to Mallinckrodt SunCoke or its applicable Subsidiaries); (ii) subject to Section 2.5(c), Mallinckrodt SunCoke and the applicable Mallinckrodt Designees certain of its Subsidiaries designated by SunCoke shall accept, assume and agree faithfully to perform, discharge and fulfill all the Mallinckrodt SunCoke Liabilities in accordance with their respective terms. Mallinckrodt SunCoke and such Mallinckrodt Designees Subsidiaries shall be responsible for all Mallinckrodt SunCoke Liabilities, regardless of when or where such Mallinckrodt SunCoke Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeSeparation Date, regardless of where or against whom such Mallinckrodt SunCoke Liabilities are asserted or determined (including any Mallinckrodt SunCoke Liabilities arising out of claims made by CovidienSunoco’s or MallinckrodtSunCoke’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke 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, fraud or misrepresentation or any other cause by any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) Covidien Sunoco shall cause the Mallinckrodt Designees its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by CovidienSunoco, and such other Subsidiaries shall accept from the Mallinckrodt Designeessuch applicable Subsidiaries, the Mallinckrodt Designeessuch applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Covidien Sunoco to be so assigned, transferred, conveyed and delivered; and (iv) Covidien Sunoco and certain of its Subsidiaries designated by Covidien Sunoco shall accept and assume from the Mallinckrodt Designees certain of its other Subsidiaries designated by Sunoco and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of the Mallinckrodt Designeessuch other Subsidiaries specified by Sunoco, and Covidien Sunoco and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeSeparation Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by CovidienSunoco’s or MallinckrodtSunCoke’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke 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, fraud or misrepresentation or any other cause by any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Mallinckrodt SunCoke Assets and the assumption of the Mallinckrodt SunCoke Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt SunCoke Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt SunCoke Liabilities are assumed (i) Covidien Sunoco shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of CovidienSunoco’s and its applicable Subsidiaries’ (other than Mallinckrodt’s SunCoke and its Subsidiaries) right, title and interest in and to the Mallinckrodt SunCoke Assets to Mallinckrodt and/or the Mallinckrodt DesigneesSunCoke and its Subsidiaries, and (ii) Mallinckrodt SunCoke shall execute and deliver, and shall cause the applicable Mallinckrodt Designees its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt SunCoke Liabilities by Mallinckrodt SunCoke and the Mallinckrodt Designeesits Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Sunoco Transfer Documents”.” (c) In the event that, in connection with the Separationthat at any time or from time to time (whether prior to or after any Separation Date), any Party party hereto (or any member of such Partyparty’s respective Group) ), shall receive or otherwise possess any Asset or Liability that is allocated to any other Person pursuant to this Agreement or any other Ancillary Agreement, such Party party shall promptly transfer, or cause to be transferred, such Asset or Liability, as the case may be, to the Person so entitled to such Asset or responsible for such Liability, as the case may bethereto. Prior to any such transfer, the Person receiving, receiving or possessing or responsible for such Asset or Liability shall be deemed to be holding hold such Asset or Liability, as the case may be, in trust for any such other Person. (d) Mallinckrodt SunCoke hereby waives compliance by each and every member of the Covidien Sunoco Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt SunCoke Assets to any member of the Mallinckrodt SunCoke Group. (e) Covidien Sunoco hereby waives compliance by each and every member of the Mallinckrodt SunCoke Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Sunoco Group.

Transfer of Assets and Assumption of Liabilities. (a) On or prior Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, at or shortly before 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 shallLICT will transfer, and shall will cause its applicable Subsidiaries to, assign, LICT Companies to transfer, convey to SPINCO and deliver to Mallinckrodt or the applicable Mallinckrodt Designeesother SPINCO Companies, and Mallinckrodt or such Mallinckrodt Designees shall SPINCO and the other SPINCO Companies will receive and accept from Covidien LICT and its applicable Subsidiariesthe other LICT Companies, all of CovidienLICT’s and such SubsidiariesLICT Companies’ respective direct or indirect right, title and interest in and the SPINCO Assets. (b) Subject to all the satisfaction or waiver of the Mallinckrodt Assets (it being understood that if any Mallinckrodt Asset shall be held by a Transferred Entity conditions set forth in Section 3.3, at or a wholly owned Subsidiary of a Transferred Entityshortly before the Distribution Time, 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 SPINCO and the applicable Mallinckrodt Designees shall acceptSPINCO Companies, assume as applicable, will assume, or have responsibility for, the SPINCO Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, SPINCO will defend Actions that constitute SPINCO Liabilities and agree faithfully to performLICT will defend Actions that constitute LICT Liabilities. From and after the Distribution Time, discharge SPINCO and fulfill all the Mallinckrodt Liabilities in accordance with their respective terms. Mallinckrodt and such Mallinckrodt Designees shall LICT will be responsible for full payment and performance of all Mallinckrodt SPINCO Liabilities and LICT Liabilities, respectively, regardless of when or where such Mallinckrodt these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Effective Timedate of this Agreement, regardless of where or against whom such Mallinckrodt these 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 before, on or after the date hereofof this Agreement. (c) To the extent that any transfer or assumption of an Asset or a Liability required under this Section 2.2 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”): (i) LICT and SPINCO will, and regardless of whether arising from will cause LICT Companies and the SPINCO Companies, respectively, to use commercially reasonable efforts and cooperate to effect the transfer or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member assumption of the Covidien Group Asset or the Mallinckrodt Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) Covidien shall cause Liability as promptly as practicable following the Mallinckrodt Designees to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by Covidien, and such other Subsidiaries shall accept from the Mallinckrodt Designees, the Mallinckrodt Designees’ respective right, title and interest in and to any Excluded Assets specified by Covidien to be so assigned, transferred, conveyed and deliveredDistribution Time; and (ivii) Covidien LICT will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to SPINCO the benefit of any Delayed Transfer Asset. LICT will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of SPINCO. In each case LICT and certain SPINCO will act in a manner to place each Party, insofar as is reasonably possible, in the same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at or before the Distribution Time if so contemplated in this Agreement. Except as required by applicable law, the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to this Section 2.2(c) as having been transferred to the relevant Transferee immediately before the Distribution Time. To the extent that either Party is provided the use or benefit of any Asset of the other Group or has any Liability of the other Group held for its Subsidiaries designated account under this Section 2.2(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by Covidien shall accept and assume from the Mallinckrodt Designees and agree faithfully to Law, perform, discharge and fulfill certain Excluded Liabilities for the benefit of the Mallinckrodt Designeesother Party and any third Person, and Covidien and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless the obligations of when the other Party thereunder or where such Excluded Liabilities arose or arisein connection therewith, or whether as may be directed by the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded 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 AffiliatesParty. (bd) In furtherance If after the Time of the assignment, transfer, conveyance and delivery of the Mallinckrodt Assets and the assumption of the Mallinckrodt Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt Liabilities are assumed (i) Covidien shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of Covidien’s and its applicable Subsidiaries’ (other than Mallinckrodt’s Subsidiaries) right, title and interest in and to the Mallinckrodt Assets to Mallinckrodt and/or the Mallinckrodt Designees, and (ii) Mallinckrodt shall execute and deliver, and shall cause the applicable Mallinckrodt Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt Liabilities by Mallinckrodt and the Mallinckrodt Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Transfer Documents.” (c) In the event that, in connection with the Separation, Distribution any Party (or any member of such the Party’s respective Group) shall receive receives or otherwise continues to possess any Asset or Liability (other than a Delayed Transfer Asset) that is allocated should have been transferred to any the other Person pursuant to this Agreement Party (or any Ancillary member of the Party’s respective Group) under this Agreement, such the Party shall (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, such the Asset or Liability, as the case may be, to the Person entitled to such Asset other Party (or responsible for such Liability, as the case may bemember of the Party’s respective Group). Prior to Before any such transfer, transfer under this Section 2.2(d) the Person receiving, possessing or responsible for such holding the Asset or Liability shall be deemed to be holding such will hold the Asset or Liability, as the case may be, in trust for the other Person. The Parties agree to treat, for tax purposes to the extent permitted by applicable law, any Asset transferred pursuant to this Section 2.2(d) as having been transferred to the relevant Transferee immediately before the Distribution Time or at such other Person. (d) Mallinckrodt hereby waives compliance by each and every member of time as the Covidien Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Assets to any member of the Mallinckrodt GroupParties agree. (e) Covidien hereby waives compliance by each and every member Notwithstanding the foregoing, the obligations under this Section 2.2(e) shall expire on the second anniversary of the Mallinckrodt Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien GroupDistribution Time.

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 Emergent shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Mallinckrodt Aptevo or the applicable Mallinckrodt Aptevo Designees, and Mallinckrodt Aptevo or such Mallinckrodt Aptevo Designees shall accept from Covidien Emergent and its applicable Subsidiaries, all of CovidienEmergent’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Mallinckrodt Aptevo Assets (it being understood that if any Mallinckrodt Aptevo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt Aptevo Asset may be assigned, transferred, conveyed and delivered to Mallinckrodt Aptevo as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity from Covidien Emergent or its applicable Subsidiaries to Mallinckrodt Aptevo or its applicable Subsidiaries); (ii) subject to Section 2.5(c), Mallinckrodt Aptevo and the applicable Mallinckrodt Aptevo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill when due all the Mallinckrodt Aptevo Liabilities in accordance with their respective terms. Mallinckrodt Aptevo and such Mallinckrodt Aptevo Designees shall be responsible for all Mallinckrodt Aptevo Liabilities, regardless of when or where such Mallinckrodt Aptevo Liabilities arose or arise, or whether the facts on which they are based occurred prior to to, at or subsequent to the Effective Time, regardless of where or against whom such Mallinckrodt Aptevo Liabilities are asserted or determined (including any Mallinckrodt Aptevo Liabilities arising out of claims made by CovidienEmergent’s or MallinckrodtAptevo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Emergent Group or the Mallinckrodt Aptevo 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 Emergent Group or the Mallinckrodt Aptevo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) Covidien Emergent shall cause the Mallinckrodt Aptevo Designees to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by CovidienEmergent, and such other Subsidiaries shall accept from the Mallinckrodt Aptevo Designees, the Mallinckrodt Aptevo Designees’ respective right, title and interest in and to any Excluded Assets specified by Covidien Emergent to be so assigned, transferred, conveyed and delivered; and (iv) Covidien Emergent and certain of its Subsidiaries designated by Covidien Emergent shall accept and assume from the Mallinckrodt Aptevo Designees and agree faithfully to perform, discharge and fulfill when due certain Excluded Liabilities of the Mallinckrodt Aptevo Designees, and Covidien Emergent and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to to, at or subsequent to the Effective Time, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by CovidienEmergent’s or MallinckrodtAptevo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Emergent Group or the Mallinckrodt Aptevo 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 Emergent Group or the Mallinckrodt Aptevo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Mallinckrodt Aptevo Assets and the assumption of the Mallinckrodt Aptevo Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt Aptevo Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt Aptevo Liabilities are assumed (i) Covidien Emergent shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of CovidienEmergent’s and its applicable Subsidiaries’ (other than MallinckrodtAptevo’s Subsidiaries) right, title and interest in and to the Mallinckrodt Aptevo Assets to Mallinckrodt Aptevo and/or the Mallinckrodt Aptevo Designees, and (ii) Mallinckrodt Aptevo shall execute and deliver, and shall cause the applicable Mallinckrodt Aptevo Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt Aptevo Liabilities by Mallinckrodt Aptevo and the Mallinckrodt Aptevo Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Emergent Transfer Documents.” (c) In the event that, in connection with the Separation, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability 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 or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Person. (d) Mallinckrodt Aptevo hereby waives compliance by each and every member of the Covidien Emergent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Aptevo Assets to any member of the Mallinckrodt Aptevo Group. (e) Covidien Emergent hereby waives compliance by each and every member of the Mallinckrodt Aptevo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Emergent Group.

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 Emergent shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Mallinckrodt Aptevo or the applicable Mallinckrodt Aptevo Designees, and Mallinckrodt Aptevo or such Mallinckrodt Aptevo Designees shall accept from Covidien Emergent and its applicable Subsidiaries, all of Covidien’s Emergent's and such Subsidiaries’ ' respective direct or indirect right, title and interest in and to all of the Mallinckrodt Aptevo Assets (it being understood that if any Mallinckrodt Aptevo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt Aptevo Asset may be assigned, transferred, conveyed and delivered to Mallinckrodt Aptevo as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity from Covidien Emergent or its applicable Subsidiaries to Mallinckrodt Aptevo or its applicable Subsidiaries); (ii) subject to Section 2.5(c), Mallinckrodt Aptevo and the applicable Mallinckrodt Aptevo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill when due all the Mallinckrodt Aptevo Liabilities in accordance with their respective terms. Mallinckrodt Aptevo and such Mallinckrodt Aptevo Designees shall be responsible for all Mallinckrodt Aptevo Liabilities, regardless of when or where such Mallinckrodt Aptevo Liabilities arose or arise, or whether the facts on which they are based occurred prior to to, at or subsequent to the Effective Time, regardless of where or against whom such Mallinckrodt Aptevo Liabilities are asserted or determined (including any Mallinckrodt Aptevo Liabilities arising out of claims made by Covidien’s Emergent's or Mallinckrodt’s Aptevo's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Emergent Group or the Mallinckrodt Aptevo 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 Emergent Group or the Mallinckrodt Aptevo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) Covidien Emergent shall cause the Mallinckrodt Aptevo Designees to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by CovidienEmergent, and such other Subsidiaries shall accept from the Mallinckrodt Aptevo Designees, the Mallinckrodt Aptevo Designees’ ' respective right, title and interest in and to any Excluded Assets specified by Covidien Emergent to be so assigned, transferred, conveyed and delivered; and (iv) Covidien Emergent and certain of its Subsidiaries designated by Covidien Emergent shall accept and assume from the Mallinckrodt Aptevo Designees and agree faithfully to perform, discharge and fulfill when due certain Excluded Liabilities of the Mallinckrodt Aptevo Designees, and Covidien Emergent and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to to, at or subsequent to the Effective Time, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by Covidien’s Emergent's or Mallinckrodt’s Aptevo's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Emergent Group or the Mallinckrodt Aptevo 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 Emergent Group or the Mallinckrodt Aptevo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Mallinckrodt Aptevo Assets and the assumption of the Mallinckrodt Aptevo Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt Aptevo Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt Aptevo Liabilities are assumed (i) Covidien Emergent shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of Covidien’s Emergent's and its applicable Subsidiaries’ ' (other than Mallinckrodt’s Aptevo's Subsidiaries) right, title and interest in and to the Mallinckrodt Aptevo Assets to Mallinckrodt Aptevo and/or the Mallinckrodt Aptevo Designees, and (ii) Mallinckrodt Aptevo shall execute and deliver, and shall cause the applicable Mallinckrodt Aptevo Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt Aptevo Liabilities by Mallinckrodt Aptevo and the Mallinckrodt Aptevo Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien "Emergent Transfer Documents.”" (c) In the event that, in connection with the Separation, any Party (or any member of such Party’s 's respective Group) shall receive or otherwise possess any Asset or Liability 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 or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Person. (d) Mallinckrodt Aptevo hereby waives compliance by each and every member of the Covidien Emergent Group with the requirements and provisions of any “"bulk-sale” " or “"bulk-transfer” " Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Aptevo Assets to any member of the Mallinckrodt Aptevo Group. (e) Covidien Emergent hereby waives compliance by each and every member of the Mallinckrodt Aptevo Group with the requirements and provisions of any “"bulk-sale” " or “"bulk-transfer” " Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Emergent Group.

Transfer of Assets and Assumption of Liabilities. (a) On or prior Subject 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”Section 2.1(d) and to (e), on the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date hereofContribution Date: (i) Covidien shall, and shall cause Huntsman or its applicable Subsidiaries tocontributed, assignassigned, transfertransferred and conveyed to Venator, convey and deliver to Mallinckrodt or the applicable Mallinckrodt Venator Designees, and Mallinckrodt Venator or such Mallinckrodt Venator Designees shall accept accepted from Covidien Huntsman and its applicable Subsidiaries, all of CovidienHuntsman’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Mallinckrodt Venator Assets (it being understood that if any Mallinckrodt Venator Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt Venator Asset may will be assigned, transferred, conveyed and delivered to Mallinckrodt indirectly owned by Venator 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 SubsidiariesEntity); (ii) subject to Section 2.5(c), Mallinckrodt Venator and the applicable Mallinckrodt Venator Designees shall acceptaccepted, assume assumed from Huntsman and agree the applicable Huntsman Subsidiaries and agreed faithfully to perform, pay, discharge and fulfill all the Mallinckrodt Venator 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 Venator Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeContribution Date, regardless of where or against whom such Mallinckrodt Venator Liabilities are asserted or determined (including any Mallinckrodt Venator Liabilities arising out of claims made by Covidien’s or Mallinckrodt’s the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of the Covidien Group or the Mallinckrodt either 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 either Group, or any of their respective directors, officers, employees, agents, Subsidiaries agents or Affiliatesmanagers; (iii) Covidien shall cause the Mallinckrodt Designees Huntsman caused its applicable Subsidiaries or Venator to assign, transfer, transfer and convey and deliver to certain of its other Subsidiaries, which accepted from such applicable Huntsman Subsidiaries designated by Covidienor Venator, and such other Subsidiaries shall accept from the Mallinckrodt Designees, the Mallinckrodt Designeesapplicable Subsidiaries’ respective right, title and interest in and to any Excluded Huntsman Assets specified by Covidien Huntsman to be so assigned, transferred, conveyed transferred and deliveredconveyed; and (iv) Covidien Huntsman and certain of its Subsidiaries designated by Covidien shall accept accepted and assume assumed from the Mallinckrodt Designees certain of its other Subsidiaries and agree agreed faithfully to perform, pay, discharge and fulfill certain Excluded the Huntsman Liabilities of the Mallinckrodt Designees, and Covidien and its applicable Subsidiaries shall be responsible for all Excluded Liabilitiessuch other Subsidiaries, regardless of when or where such Excluded Huntsman Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeContribution Date, regardless of where or against whom such Excluded Huntsman Liabilities are asserted or determined (including any such Excluded Huntsman Liabilities arising out of claims made by Covidien’s or Mallinckrodt’s the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of the Covidien Group or the Mallinckrodt either 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 either Group, or any of their respective directors, officers, employees, agentsagents or managers. In exchange for the Contributions, Venator issued Venator Ordinary Shares to Huntsman or a member of the Huntsman Group. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, (A) and except for where the assignment, transfer or conveyance of any Venator Assets from Huntsman to Venator would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, to the extent that any Venator Assets have not been assigned, transferred or conveyed by Huntsman to Venator or an applicable Venator Designee in accordance with Section 2.1(a)(i) as of immediately prior to the Effective Date, then from and after the Effective Date, Huntsman hereby assigns and Venator accepts such assignment of Huntsman’s right, title and interest in such Venator Assets and (B) and except for where the assignment, transfer or conveyance of any Huntsman Assets from its Subsidiaries or AffiliatesVenator to Huntsman would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, to the extent that any Huntsman Assets have not been assigned, transferred or conveyed by its Subsidiaries or Venator to Huntsman or an applicable Huntsman Group member in accordance with Section 2.1(a)(iii) as of immediately prior to the Effective Date, then from and after the Effective Date, its Subsidiaries or Venator shall and hereby do assign and Huntsman shall and hereby does accept such assignment of the Subsidiaries’ or Venator’s right, title and interest in such Huntsman Assets. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, (A) and except for where the assumption by Venator of any Venator Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, to the extent that any Venator Liabilities have not been accepted and assumed by Venator or an applicable Venator Designee in accordance with Section 2.1(a)(ii) as of immediately prior to the Effective Date, then from and after the Effective Date, Venator shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such Venator Liabilities in accordance with their respective terms and (B) except for where the assumption by Huntsman of any Huntsman Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Contribution or the IPO that have not been obtained or made by the Effective Date, to the extent that any Huntsman Liabilities have not been accepted and assumed by Huntsman or an applicable Huntsman Group member in accordance with Section 2.1(a)(iv) as of immediately prior to the Effective Date, then from and after the Effective Date, Huntsman shall and hereby does, accept, assume and agree faithfully to perform, pay, discharge and fulfill all such Huntsman Liabilities in accordance with their respective terms. (b) In furtherance of the assignment, transfer, transfer and conveyance and delivery of the Mallinckrodt Venator Assets and the assumption of the Mallinckrodt Venator Liabilities in accordance with Sections 2.1(a)(i), 2.1(a)(ii) and 2.1(a)(ii2.1(d), on or on, before and/or as of the date that such Mallinckrodt Venator Assets are assigned, transferred, transferred or conveyed or delivered or such Mallinckrodt Venator Liabilities are assumed assumed, (i) Covidien Huntsman shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of CovidienHuntsman’s and its applicable Subsidiaries’ (other than Mallinckrodt’s Venator and its Subsidiaries) right, title and interest in and to the Mallinckrodt Venator Assets to Mallinckrodt and/or Venator and the Mallinckrodt Venator Designees, and (ii) Mallinckrodt Venator shall execute and deliver, and shall cause the applicable Mallinckrodt Venator Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt Liabilities by Mallinckrodt and the Mallinckrodt DesigneesVenator Liabilities. All of the foregoing documents contemplated by this Section 2.1(b) (whether executed on or after the date hereof or prior to the date hereof in contemplation of the Contribution) shall be referred to collectively herein as the “Covidien Huntsman Transfer Documents.” (c) In furtherance of the event thatassignment, transfer and conveyance of Huntsman Assets and the assumption of Huntsman Liabilities set forth in connection Sections 2.1(a)(iii), 2.1(a)(iv) and 2.1(e), on, before and/or as of the date that such Venator Assets are assigned, transferred or conveyed or such Venator Liabilities are assumed: (i) Venator shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts (including partial assignments) and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Venator’s and its Subsidiaries’ right, title and interest in and to the Huntsman Assets to Huntsman and its Subsidiaries, and (ii) Huntsman shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Huntsman Liabilities. All of the foregoing documents contemplated by this Section 2.1(c) (whether executed on or after the date hereof or prior to the date hereof in contemplation of the Contribution) shall be referred to collectively herein as the “Venator Transfer Documents” and, together with the Separation, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability 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 or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transferHuntsman Transfer Documents, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Person“Transfer Documents.” (d) Mallinckrodt To the extent any Venator Asset is not transferred, assigned or delivered to or retained by, or any Venator Liability is not assumed by or retained by, a member of the Venator Group at the Effective Date or is owned or held by a member of the Huntsman Group after the Effective Date, from and after the Effective Date, any such Venator Asset or Venator Liability shall be held by such member of the Huntsman Group for the use, benefit and/or burden of the member of the Venator Group entitled thereto (at the expense and for the account of the member of the Venator Group entitled thereto) in accordance with Section 2.4(e), and, subject to Section 2.4(b): (i) Huntsman shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Venator or certain of its Subsidiaries designated by Venator, and Venator or such Subsidiaries shall accept from Huntsman and its applicable Subsidiaries, all of Huntsman’s and such Subsidiaries’ respective right, title and interest in and to such Venator Assets in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; and (ii) Venator and certain of its Subsidiaries designated by Venator shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Venator Liabilities in accordance with their respective terms. (e) To the extent any Huntsman Asset is not transferred, assigned or delivered to or retained by, or any Huntsman Liability is not assumed by or retained by, a member of the Huntsman Group at the Effective Date or is owned or held by a member of the Venator Group after the Effective Date, from and after the Effective Date, any such Huntsman Asset or Huntsman Liability shall be held by such member of the Venator Group for the use, benefit and/or burden of the member of the Huntsman Group entitled thereto (at the expense and for the account of the member of the Huntsman Group entitled thereto) in accordance with Section 2.4(f), and, subject to Section 2.4(c): (i) Venator shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Huntsman or certain of its Subsidiaries designated by Huntsman, and Huntsman or such Subsidiaries shall accept from Venator and its applicable Subsidiaries, all of Venator’s and such Subsidiaries’ respective right, title and interest in and to such Huntsman Assets in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; and (ii) Huntsman and certain of its Subsidiaries designated by Huntsman shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Huntsman Liabilities in accordance with their respective terms. (f) Venator hereby waives compliance by each and every member of the Covidien Huntsman Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Venator Assets to any member of the Mallinckrodt Venator Group. (eg) Covidien Huntsman hereby waives compliance by each and every member of the Mallinckrodt Venator Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Huntsman Assets to any member of the Covidien Huntsman Group.

Transfer of Assets and Assumption of Liabilities. (a) On or prior to At the Distribution DateClosing, but in any case prior to Seller and the Effective TimeSubsidiaries shall effectuate the sale, in accordance with the plan conveyance, assignment, transfer 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 delivery of the Plan Assets to Purchaser by delivering to Purchaser or its designees each of Reorganization that have been completed prior to the date hereof: following: (i) Covidien shalla duly executed bxxx of sale, in a customary form as shall be mutually agreed to by Seller and shall cause its applicable Subsidiaries toPurchaser (the “Bxxx of Sale”); (ii) a duly executed assignment and assumption agreement relating to the Assigned Agreements, assign, transfer, convey Permits and deliver to Mallinckrodt or other Assets held by Seller and the applicable Mallinckrodt Designees, and Mallinckrodt or such Mallinckrodt Designees shall accept from Covidien and its applicable Retained Subsidiaries, all in a customary form as shall be mutually agreed to by Seller and Purchaser (the “General Assignment”); (iii) a duly executed assignment of Covidien’s Marks with respect to the Marks included in the Business Intellectual Property and such held by Seller and the Retained Subsidiaries’ respective direct or indirect right, title in a customary form as shall be mutually agreed to by Seller and interest Purchaser (the “Trademark Assignment”); (iv) a duly executed assignment of Patents with respect to the Patents included in the Business Intellectual Property and held by Seller and the Retained Subsidiaries, in a customary form as shall be mutually agreed to all of by Seller and Purchaser (the Mallinckrodt Assets “Patent Assignment”); (v) certificates representing the Transferred Securities, duly endorsed to Purchaser and/or its designee(s) (it being understood and agreed that if Purchaser may designate any Mallinckrodt Asset shall be held by a Transferred Entity one or a wholly owned Subsidiary of a Transferred Entitymore Person(s), such Mallinckrodt Asset may be assignedwhether or not an Affiliate, transferred, conveyed and delivered to Mallinckrodt as a result acquire any portion of the transfer Transferred Securities by providing written notice of all or substantially all of the equity interests in such Transferred Entity from Covidien or its applicable Subsidiaries designation to Mallinckrodt or its applicable Subsidiaries); Seller not less than three (ii3) 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 Business Days prior to the date hereofClosing Date and by certifying that Purchaser’s representations and warranties set forth in Section 6.5 hereof also apply to, and regardless are true and accurate in all respects with regard to, such designee(s); provided, that no such designation shall relieve Purchaser of whether arising from any obligation hereunder) or alleged to arise from negligenceaccompanied by stock powers duly executed in blank or duly executed instruments of transfer with appropriate stock transfer tax stamps, recklessnessif any, violation of Lawaffixed, fraud, misrepresentation or and any other cause by any member documents, in form and substance satisfactory to Purchaser, that are necessary to transfer good and valid title to such capital stock or other equity interest of the Covidien Group or Transferred Subsidiaries to Purchaser and/or its designee(s) (collectively, the Mallinckrodt Group“Stock Powers”); (vi) a duly executed assignment and assumption of lease for each of the Leased Real Properties (collectively, or any the “Lease Assignments”); and (vii) such other good and sufficient instruments of their respective directorsconveyance and transfer (collectively, officersthe “Other Instruments” and, employeescollectively with the Bxxx of Sale, agentsthe General Assignment, Subsidiaries or Affiliates; (iii) Covidien shall cause the Mallinckrodt Designees to assignTrademark Assignment, transferthe Patent Assignment, convey and deliver to certain of its other Subsidiaries designated by Covidienthe Stock Powers, and such other Subsidiaries shall accept from the Mallinckrodt DesigneesLease Assignments, the Mallinckrodt Designees’ respective right, “Instruments of Assignment”) as are reasonably necessary to vest in Purchaser good and valid title and interest in and to any Excluded Assets specified by Covidien to be so assigned, transferred, conveyed and delivered; and (iv) Covidien and certain of its Subsidiaries designated by Covidien shall accept and assume from the Mallinckrodt Designees and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of the Mallinckrodt Designees, and Covidien and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeAssets, regardless free and clear of where or against whom such Excluded all liabilities, obligations, claims and Liens except the Assumed Liabilities are asserted or determined (including any such Excluded 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 AffiliatesPermitted Exceptions. (b) In furtherance At the Closing, Purchaser shall deliver to Seller and the Subsidiaries a duly executed undertaking, in a customary form as shall be mutually agreed to by Seller and Purchaser (the “Undertaking”), whereby Purchaser shall assume and agree to perform, pay, or discharge, when due, the Assumed Liabilities, effective as of the assignment, transfer, conveyance and delivery of the Mallinckrodt Assets and the assumption of the Mallinckrodt Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt Liabilities are assumed (i) Covidien shall execute and deliverClosing, and shall cause its applicable Subsidiaries to execute and deliversuch other instruments, such bills documents or agreements (collectively, the “Instruments of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment Assumption”) as and to the extent are reasonably necessary to evidence the transfer, conveyance and assignment of all of CovidienPurchaser’s and its applicable Subsidiaries’ (other than Mallinckrodt’s Subsidiaries) right, title and interest in and to the Mallinckrodt Assets to Mallinckrodt and/or the Mallinckrodt Designees, and (ii) Mallinckrodt shall execute and deliver, and shall cause the applicable Mallinckrodt Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of and agreement to pay and discharge the Mallinckrodt Liabilities by Mallinckrodt and the Mallinckrodt Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Transfer DocumentsAssumed Liabilities.” (c) In the event that, in connection with the Separation, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability 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 or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Person. (d) Mallinckrodt hereby waives compliance by each and every member of the Covidien Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Assets to any member of the Mallinckrodt Group. (e) Covidien hereby waives compliance by each and every member of the Mallinckrodt Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Group.

Transfer of Assets and Assumption of Liabilities. (a) On or prior Upon the terms and subject to the Distribution Dateconditions hereof, but in any case prior Xxxxx Fargo agrees 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 tosell, assign, transfer, convey and deliver to Mallinckrodt Newco at the Closing all of Xxxxx Fargo's assets, properties and rights of every kind and description, wherever located, real, personal or the applicable Mallinckrodt Designeesmixed, and Mallinckrodt tangible or such Mallinckrodt Designees shall accept from Covidien and intangible, owned by Xxxxx Fargo or otherwise used in its applicable Subsidiariesbusiness (including, without limitation, all of Covidien’s the outstanding capital stock of all Subsidiaries of Xxxxx Fargo) as the same shall exist on the Closing Date (the "Transferred Assets"), except as provided in Section 8.18, free and such Subsidiaries’ respective clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature except Permitted Liens; provided, however, that notwithstanding anything else contained herein, the Transferred Assets shall not include the assets, properties and rights set forth in Section 2.1(a) of the Disclosure Schedule (the "Excluded Assets"). At the written direction of Newco, legal title to a portion of the Transferred Assets (the "Designated Transferred Assets") may be conveyed on behalf of Newco directly to a direct or indirect rightwholly-owned subsidiary of Newco. The parties hereto agree that any Designated Transferred Assets are being contributed to the capital of Newco, title followed by one or more capital contributions of such Designated Transferred Assets to the applicable subsidiary of Newco, and interest in all corporate resolutions and to other documents, all of the Mallinckrodt Assets (it being understood that if any Mallinckrodt Asset accounting records and reports, and all income Tax Returns 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 to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by Covidien, and such other Subsidiaries shall accept from the Mallinckrodt Designees, the Mallinckrodt Designees’ respective right, title and interest in and to any Excluded Assets specified by Covidien to be so assigned, transferred, conveyed and delivered; and (iv) Covidien and certain of its Subsidiaries designated by Covidien shall accept and assume from the Mallinckrodt Designees and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of the Mallinckrodt Designees, and Covidien and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded 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 Excluded Liabilities are asserted or determined (including any such Excluded 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 Affiliatesconsistent therewith. (b) In furtherance Upon the terms and subject to the conditions hereof, effective at the Closing, Newco shall assume all of the assignmentliabilities and obligations of Xxxxx Fargo, transferknown and unknown, conveyance whether absolute, accrued, contingent or otherwise, of every kind and delivery of description (the Mallinckrodt Assets and the assumption of the Mallinckrodt "Assumed Liabilities"); provided, however, that notwithstanding anything else contained herein, Assumed Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt Liabilities are assumed shall not include (i) Covidien shall execute any liability for Xxxxx Fargo Excluded Taxes, (ii) any liability for the WF Casualty and deliverEmployee Claims, and shall cause its applicable Subsidiaries (iii) except for obligations or liabilities to execute and deliverbe assumed by Newco pursuant to Section 8.21, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and any obligation or liability arising from or relating to the extent necessary to evidence the transfer, conveyance and assignment of all of Covidien’s and its applicable Subsidiaries’ (other than Mallinckrodt’s Subsidiaries) right, title and interest in and to the Mallinckrodt Assets to Mallinckrodt and/or the Mallinckrodt DesigneesWF Employee Benefit Plans, and (iiiv) Mallinckrodt shall execute and deliver, and shall cause the applicable Mallinckrodt Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt Liabilities by Mallinckrodt and the Mallinckrodt Designees. All of the foregoing documents contemplated by this liabilities set forth in Section 2.1(b) shall be of the Disclosure Schedule as Excluded Liabilities (clauses (i) through (iv) being collectively referred to collectively herein as the “Covidien Transfer Documents.” "Excluded Liabilities"). As used in this Agreement, "WF Casualty and Employee Claims" means any and all claims, actions, suits or other proceedings asserted against Xxxxx Fargo or any of its Subsidiaries with respect to events, circumstances or activities occurring at or prior to the Closing Date (cx) In for worker's compensation, (y) arising out of or relating to the event that, use of motor vehicles or firearms in connection with or related to its business or operations, or acts or omissions of its drivers, courier guards, security guards or their supervisors relating to their employment, in each case that is an act or omission that otherwise is of a type generally covered under typical general liability insurance policies, or (z) alleging discrimination, wrongful discharge, sexual harassment or other unlawful hiring or employment practices; provided that the Separation, WF Casualty and Employee Claims shall not include (I) any Party (Environmental Claim or any member of such Party’s respective Groupother claim for Environmental Costs and Liabilities, and (II) shall receive or otherwise possess any Asset or Liability that is allocated claims related to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Personcargo losses. (d) Mallinckrodt hereby waives compliance by each and every member of the Covidien Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt Assets to any member of the Mallinckrodt Group. (e) Covidien hereby waives compliance by each and every member of the Mallinckrodt Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Group.

Transfer of Assets and Assumption of Liabilities. (a) On or prior Prior to the Distribution IPO Closing 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”) 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 Sunoco shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Mallinckrodt SunCoke, or the applicable Mallinckrodt Designeescertain of SunCoke’s Subsidiaries designated by SunCoke, and Mallinckrodt SunCoke or such Mallinckrodt Designees Subsidiaries shall accept from Covidien Sunoco and its applicable Subsidiaries, all of CovidienSunoco’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Mallinckrodt SunCoke Assets (it being understood that if any Mallinckrodt SunCoke Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Mallinckrodt SunCoke Asset may be assigned, transferred, conveyed and delivered to Mallinckrodt SunCoke as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity from Covidien Sunoco or its applicable Subsidiaries to Mallinckrodt SunCoke or its applicable Subsidiaries); (ii) subject to Section 2.5(c), Mallinckrodt SunCoke and the applicable Mallinckrodt Designees certain of its Subsidiaries designated by SunCoke shall accept, assume and agree faithfully to perform, discharge and fulfill all the Mallinckrodt SunCoke Liabilities in accordance with their respective terms. Mallinckrodt SunCoke and such Mallinckrodt Designees Subsidiaries shall be responsible for all Mallinckrodt SunCoke Liabilities, regardless of when or where such Mallinckrodt SunCoke Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeSeparation Date, regardless of where or against whom such Mallinckrodt SunCoke Liabilities are asserted or determined (including any Mallinckrodt SunCoke Liabilities arising out of claims made by CovidienSunoco’s or MallinckrodtSunCoke’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke 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, fraud or misrepresentation or any other cause by any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) Covidien Sunoco shall cause the Mallinckrodt Designees its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by CovidienSunoco, and such other Subsidiaries shall accept from the Mallinckrodt Designeessuch applicable Subsidiaries, the Mallinckrodt Designeessuch applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Covidien Sunoco to be so assigned, transferred, conveyed and delivered; and (iv) Covidien Sunoco and certain of its Subsidiaries designated by Covidien Sunoco shall accept and assume from the Mallinckrodt Designees certain of its other Subsidiaries designated by Sunoco and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of the Mallinckrodt Designeessuch other Subsidiaries specified by Sunoco, and Covidien Sunoco and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective TimeSeparation Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by CovidienSunoco’s or MallinckrodtSunCoke’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke 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, fraud or misrepresentation or any other cause by any member of the Covidien Sunoco Group or the Mallinckrodt SunCoke Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Mallinckrodt SunCoke Assets and the assumption of the Mallinckrodt SunCoke Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or before the date that such Mallinckrodt SunCoke Assets are assigned, transferred, conveyed or delivered or such Mallinckrodt SunCoke Liabilities are assumed (i) Covidien Sunoco shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, 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, conveyance and assignment of all of CovidienSunoco’s and its applicable Subsidiaries’ (other than Mallinckrodt’s SunCoke and its Subsidiaries) right, title and interest in and to the Mallinckrodt SunCoke Assets to Mallinckrodt and/or the Mallinckrodt DesigneesSunCoke and its Subsidiaries, and (ii) Mallinckrodt SunCoke shall execute and deliver, and shall cause the applicable Mallinckrodt Designees its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Mallinckrodt SunCoke Liabilities by Mallinckrodt SunCoke and the Mallinckrodt Designeesits Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Covidien Sunoco Transfer Documents”.” (c) In the event that, in connection with the Separationthat at any time or from time to time (whether prior to or after any Separation Date), any Party party hereto (or any member of such Partyparty’s respective Group) ), shall receive or otherwise possess any Asset or Liability that is allocated to any other Person pursuant to this Agreement or any other Ancillary Agreement, such Party party shall promptly transfer, or cause to be transferred, such Asset or Liability, as the case may be, to the Person so entitled to such Asset or responsible for such Liability, as the case may bethereto. Prior to any such transfer, the Person receiving, receiving or possessing or responsible for such Asset or Liability shall be deemed to be holding hold such Asset or Liability, as the case may be, in trust for any such other Person. (d) Mallinckrodt SunCoke hereby waives compliance by each and every member of the Covidien Sunoco Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Mallinckrodt SunCoke Assets to any member of the Mallinckrodt SunCoke Group. (e) Covidien Sunoco hereby waives compliance by each and every member of the Mallinckrodt SunCoke Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any member of the Covidien Sunoco Group.