Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) Valero shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store Designees, and Corner Store or such Corner Store Designees shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Corner Store Assets (it being understood that if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (ii) Corner Store and the applicable Corner Store Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Corner Store Liabilities in accordance with their respective terms. Corner Store and such Corner Store Designees shall be responsible for all Corner Store Liabilities, regardless of when or where such Corner Store Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Corner Store Liabilities are asserted or determined (including any Corner Store Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of 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 either Group, or any of their respective directors, officers, employees or agents; (iii) Valero shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and (iv) Valero and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill the Excluded Liabilities of such other Subsidiaries in accordance with their respective terms, and Valero 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 Distribution 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 the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of 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 cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, 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 Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer Documents.” (c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and (ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms. (d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of the Corner Store Group. (e) Valero hereby waives compliance by each and every member of the Corner Store 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 Valero Group.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (CST Brands, Inc.), Separation and Distribution Agreement (CST Brands, Inc.), Separation and Distribution Agreement (Corner Store Holdings, Inc.)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary AgreementBentley shall and hereby does, on or prior to behalf of itself and the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps other members of the Restructuring Steps Memorandum:
(i) Valero shallBentley Group, and shall cause its applicable Subsidiaries toas applicable, transfer, contribute, assign, transferdistribute, convey and deliver to Corner Storeconvey, or the applicable Corner Store Designeescause to be transferred, contributed, assigned, distributed and Corner Store conveyed, to CPEX or such Corner Store Designees shall accept from Valero and its applicable Subsidiaries, a Subsidiary of CPEX all of ValeroBentley’s and such Subsidiariesthe other members’ respective direct or indirect of the Bentley Group’s right, title and interest in and to all of the Corner Store CPEX Assets (it being understood that if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity“Transfer”);.
(iib) Corner Store CPEX shall and hereby does, on behalf of itself and its Subsidiaries, as applicable, accept the applicable Corner Store Designees Transfer from Bentley.
(c) On or before the Distribution Date, Bentley shall transfer the CPEX Employees to CPEX.
(d) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Distribution Date, CPEX shall, or shall cause one of its Subsidiaries to, accept, assume and agree faithfully to (or, as applicable, retain), perform, discharge and fulfill all the Corner Store Liabilities fulfill, in accordance with their respective terms. Corner Store and such Corner Store Designees shall be responsible for , all Corner Store the CPEX Liabilities, in each case, unless specified otherwise in the definition of CPEX Liabilities, regardless of (i) when or where such Corner Store Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred prior to, on or after the date hereof. Notwithstanding the foregoing, CPEX shall not assume any Liability attributable to the failure of Bentley or its officers, directors, employees, agents or Affiliates to perform Bentley’s obligations to CPEX pursuant to this Agreement or the Ancillary Agreements.
(e) If at any time (whether prior to or subsequent after the Distribution Date) either Party hereto or any member of a Group shall receive or otherwise possess an Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer or cause to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Distribution Date, regardless of where to such Party hereto (or against whom such Corner Store Liabilities are asserted or determined (including any Corner Store Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either such Party’s 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 either Group, or any of their respective directors, officers, employees or agents;
(iii) Valero shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and
(iv) Valero and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill the Excluded Liabilities of such other Subsidiaries in accordance with their respective terms, and Valero 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 Distribution 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 the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of 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 cause by any member of either Group, or any of their respective directors, officers, employees or agents).
(bf) In furtherance of the assignment, transfer, conveyance and delivery of the Corner Store Assets Transfer and the assumption of the Corner Store CPEX Liabilities in accordance by CPEX as set forth above, and simultaneously with Sections 2.1(a)(i) the execution and 2.1(a)(ii), on, before or as delivery of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, this Agreement (i) Valero Bentley shall execute and deliver, and shall cause its Subsidiaries Affiliates to execute and deliver, such transfer agreements, bills of sale, 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 Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, Transfer and (ii) Corner Store CPEX shall execute and deliver, and shall cause the Corner Store Designees its Affiliates to execute and deliver, to Bentley such bills of sale, stock powers, certificates of title, assumptions of contracts contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Corner Store CPEX Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer DocumentsCPEX.”
(c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms.
(d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of the Corner Store Group.
(e) Valero hereby waives compliance by each and every member of the Corner Store 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 Valero Group.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (Bentley Pharmaceuticals Inc), Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, Effective on or prior before the Offerings Closing Date, Parent hereby agrees to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store DesigneesCompany, and Corner Store or such Corner Store Designees shall agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to accept from Valero Parent and its applicable Subsidiarieseach member of the Parent Group, all of Valero’s Parent's and such Subsidiaries’ Parent Group's respective direct or indirect right, title and interest in and to all of the Corner Store Assets Company Assets.
(it being understood that if any Corner Store Asset shall be held by a Transferred Entity b) Effective on or a wholly owned Subsidiary of a Transferred Entitybefore the Offerings Closing Date, such Corner Store Asset may be assigned, transferred, conveyed the Company hereby agrees to assume and delivered as a result of the transfer of all or substantially agrees faithfully to perform and fulfill all of the equity interests in such Transferred Entity);
(ii) Corner Store and the applicable Corner Store Designees shall acceptCompany Liabilities, assume and agree faithfully to perform, discharge and fulfill all the Corner Store Liabilities in accordance with their respective terms. Corner Store and such Corner Store Designees The Company shall thereafter be responsible for all Corner Store of the Company Liabilities, regardless of when or where such Corner Store Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datedate hereof, regardless of where or against whom such Corner Store Liabilities are asserted or determined (including any Corner Store Company Liabilities arising out of claims made by the respective Parent's directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Parent Group or the Company 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 Lawlaw, fraud, fraud or misrepresentation or any other cause by any member of either Group, the Parent Group or the Company Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents;Affiliates.
(iiic) Valero shall cause its applicable Subsidiaries Effective on or before the Offerings Closing Date, Company hereby agrees to assign, transfer, convey and deliver to certain the Parent and agrees to cause each member of its other Subsidiariesthe Company Group to assign, which shall accepttransfer, such applicable Subsidiaries’ convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in and to any all of the Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; andAssets.
(ivd) Valero Effective on or before the Offerings Closing Date, Parent hereby agrees to assume and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree agrees faithfully to perform, discharge perform and fulfill all of the Excluded Liabilities of such other Subsidiaries Liabilities, in accordance with their respective terms, and Valero and its applicable Subsidiaries . Parent agrees that it shall thereafter be solely responsible for all of the 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 Distribution Datedate hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective Company's directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Company Group or the Parent 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 Lawlaw, fraud, fraud or misrepresentation or any cause by any member of either Group, the Company Group of the Parent Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents.
(b) In furtherance of the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, 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 Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer Documents.”
(c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms.
(d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of the Corner Store GroupAffiliates.
(e) Valero hereby waives compliance by each and every member of In the Corner Store Group with event that at any time or from time to time (whether prior to or after the requirements and provisions of Offerings Closing Date), any “bulk-sale” party hereto (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 such party's respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Valero GroupPerson so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Republic Services Inc), Separation and Distribution Agreement (Republic Industries Inc), Separation and Distribution Agreement (Republic Services Inc)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on On or prior to the Distribution Date Date, in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandumone or more transactions:
(ia) Valero Atlas Energy shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Storethe Partnership, or certain of the applicable Corner Store DesigneesPartnership’s Subsidiaries designated by the Partnership, and Corner Store the Partnership or such Corner Store Designees Subsidiaries shall accept from Valero Atlas Energy and its applicable Subsidiaries, all of ValeroAtlas Energy’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Corner Store Transferred Assets (it being understood that if any Corner Store Transferred Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Transferred Asset may be assigned, transferred, conveyed and delivered to the Partnership as a result of the transfer of all or substantially all of the equity interests in such Transferred EntityEntity from Atlas Energy or its applicable Subsidiaries to the Partnership or its applicable Subsidiaries);; and
(iib) Corner Store and the applicable Corner Store Designees Partnership or certain of its Subsidiaries designated by the Partnership shall accept, assume and agree faithfully to perform, discharge and fulfill all of the Corner Store Transferred Liabilities in accordance with their respective terms. Corner Store and The Partnership and/or such Corner Store Designees Subsidiaries shall be responsible for all Corner Store Transferred Liabilities, regardless of when or where such Corner Store Transferred Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Corner Store Transferred Liabilities are asserted or determined (including any Corner Store Liabilities arising out of claims made by the respective directorsdetermined, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of 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, fraud or misrepresentation or any other cause by any member of either the Atlas Energy Group or the Partnership Group, or any of their respective directors, officers, employees or agents;
(iii) Valero shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and
(iv) Valero and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill the Excluded Liabilities of such other Subsidiaries in accordance with their respective terms, and Valero 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 Distribution 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 the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against Affiliates. In the event that any member of either Group) or whether asserted or determined prior to Transferred Entity shall hold any Excluded Asset, the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either GroupPartnership agrees that it shall, or any of their respective directors, officers, employees or agents.
(b) In furtherance of the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, 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 Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer Documents.”
(c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store Atlas Energy or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, Subsidiary all of Valerosuch Transferred Entity’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store Excluded Asset, and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, Atlas Energy agrees to assume and agree faithfully be responsible for any Excluded Liability related to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective termsExcluded Asset.
(d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of the Corner Store Group.
(e) Valero hereby waives compliance by each and every member of the Corner Store 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 Valero Group.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Atlas Energy, L.P.), Separation and Distribution Agreement (Atlas Resource Partners, L.P.)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, Parent agrees on or prior to the Distribution Redemption Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store DesigneesWireless, and Corner Store or such Corner Store Designees shall accept from Valero and to cause its applicable SubsidiariesSubsidiaries to assign, all of Valero’s transfer, convey and such Subsidiaries’ respective direct or indirect rightdeliver to Wireless, title and interest in and to all of the Corner Store Assets (it being understood that if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);Wireless agrees to
(iib) Corner Store Wireless agrees from and after the applicable Corner Store Designees shall accept, assume and agree Redemption Date faithfully to perform, discharge perform and fulfill all the Corner Store Additional Wireless Group Liabilities in accordance with their respective termsterms and to assume obligations to defend Actions which constitute Wireless Group Liabilities or Additional Wireless Group Liabilities. Corner Store From and after such Corner Store Designees date, Wireless shall be responsible for all Corner Store Additional Wireless Group Liabilities, regardless of when or where such Corner Store Additional Wireless Group Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datedate hereof, regardless of where or against whom such Corner Store Additional Wireless Group Liabilities are asserted or determined (including any Corner Store Additional Wireless Group Liabilities arising out of claims made by the Parent's or Wireless's respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Parent Group or the Wireless 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 Lawlaw, fraud, fraud or misrepresentation or any other cause by any member of either Group, the Parent Group or the Wireless Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents;Affiliates.
(iiic) Valero shall cause its applicable Subsidiaries to assign, transfer, convey Parent agrees from and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and
(iv) Valero and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree after the Redemption Date faithfully to perform, discharge perform and fulfill all the Excluded Liabilities of such other Subsidiaries in accordance with their respective termsterms and to assume obligations to defend Actions which constitute Excluded Liabilities. From and after such date, and Valero and its applicable Subsidiaries Parent 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 Distribution Datedate hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the Parent's or Wireless's respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Parent Group or the Wireless 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 Lawlaw, fraud, fraud or misrepresentation or any cause by any member of either Group, the Parent Group or the Wireless Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agentsAffiliates.
(bd) In furtherance Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered in accordance with the terms of this Agreement or the applicable Ancillary Agreement. Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, the Corner Store Assets and applicable Delayed Transfer Asset shall be treated
(e) In the assumption of event that at any time or from time to time (whether prior to or after the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(iiRedemption Date), onany party hereto (or any member of such party's respective Group) shall receive or otherwise possess any Asset that is allocable to any other Person pursuant to this Agreement or any Ancillary Agreement, before such party shall promptly transfer, or as of the date that such Corner Store Assets are assigned, cause to be transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries Asset to execute and deliver, the Person so entitled thereto. Prior to any such transfer agreements, bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. For purposes hereof, all Assets that are not Wireless Group Assets or Additional Wireless Group Assets shall be deemed allocated to the extent Parent Group. Without limiting the foregoing, but subject to Section 2.7(a), Wireless agrees to take such action as may be necessary to evidence the transfer, conveyance and assignment of all of Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and transfer to the Corner Store Parent any Parent Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer Documents.”
(c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is other Assets that are not assumed by, a Wireless Group Assets or Additional Wireless Group Assets held by any member of the Corner Store Group Wireless Group, whether prior to, at or after the Distribution Date or is owned or held Redemption Date. Notwithstanding the foregoing, for purposes of clarification, the parties agree that any Assets acquired by a member of the Valero Wireless Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability Date shall not be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Parent Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms.
(d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of the Corner Store Group.
(e) Valero hereby waives compliance by each and every member of the Corner Store 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 Valero Group.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (At&t Wireless Services Inc), Separation and Distribution Agreement (At&t Wireless Services Inc)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary AgreementLucent hereby contributes, on or prior assigns, transfers, conveys and delivers to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero shallAvaya, and shall agrees to cause its applicable Subsidiaries toto contribute, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store DesigneesAvaya, and Corner Store or such Corner Store Designees shall accept Avaya hereby accepts from Valero Lucent and its applicable Subsidiaries, all of Valero’s Lucent's and such its Subsidiaries’ ' respective direct or indirect right, title and interest in and to all of Avaya Assets, other than the Corner Store Assets (it being understood that if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);Delayed Transfer Assets.
(iib) Corner Store Avaya hereby accepts, assumes and the applicable Corner Store Designees shall accept, assume and agree agrees faithfully to perform, discharge perform and fulfill all the Corner Store Liabilities Avaya Liabilities, other than the Delayed Transfer Liabilities, in accordance with their respective terms. Corner Store and such Corner Store Designees Avaya shall be responsible for all Corner Store Avaya Liabilities, regardless of when or where such Corner Store Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datedate hereof, regardless of where or against whom such Corner Store Liabilities are asserted or determined (including any Corner Store Avaya Liabilities arising out of claims made by the Lucent's, or Avaya's respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Lucent Group or the Avaya 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 Lawlaw, fraud, fraud or misrepresentation or any other cause by any member of either Group, the Lucent Group or the Avaya Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents;Affiliates.
(iiic) Valero shall cause its applicable Subsidiaries to assignEach of the parties hereto agrees that the Delayed Transfer Assets will be contributed, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and
(iv) Valero , and certain of its Subsidiaries shall accept the Delayed Transfer Liabilities will be accepted and assume from certain of its other Subsidiaries and agree faithfully to performassumed, discharge and fulfill the Excluded Liabilities of such other Subsidiaries in accordance with their respective termsthe terms of the agreements that provide for such contribution, assignment, transfer, conveyance and Valero and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arisedelivery, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datesuch acceptance and assumption, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to after the date hereofof this Agreement or as otherwise set forth on Schedule 2.1(c). Following such contribution, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents.
(b) In furtherance of the assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the Corner Store Assets acceptance and the assumption of any Delayed Transfer Liability, the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, 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 Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero applicable Delayed Transfer Documents.”
(c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Delayed Transfer Liability shall be held by such member treated for all purposes of this Agreement and the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries toAncillary Agreements as an Avaya Asset or an Avaya Liability, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective termsthe case may be.
(d) Corner Store hereby waives compliance by each and every member of In the Valero Group with event that at any time or from time to time (whether prior to or after the requirements and provisions of Distribution Date), any “bulk-sale” party hereto (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 Corner Store Assets to any member of the Corner Store such party's respective Group.
(e) Valero hereby waives compliance by each and every member of the Corner Store Group with the requirements and provisions of ), shall receive or otherwise possess any “bulk-sale” Asset that is allocated to any other Person pursuant to this Agreement or “bulk-any Ancillary Agreement, such party shall promptly transfer” Laws of any jurisdiction that may otherwise , or cause to be applicable with respect transferred, such Asset to the transfer or sale of any or all of the Excluded Assets Person so entitled thereto. Prior to any member of such transfer, the Valero GroupPerson receiving or possessing such Asset shall hold such Asset in trust for any such other Person.
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Avaya Inc)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero OPC shall, and shall cause its applicable Subsidiaries to, assign, transfer, transfer and convey and deliver to Corner StoreCRC, or the applicable Corner Store CRC Designees, and Corner Store CRC or such Corner Store CRC Designees shall accept from Valero OPC and its applicable Subsidiaries, all of ValeroOPC’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Corner Store CRC Assets (it being understood that if any Corner Store CRC Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store CRC Asset may will be assigned, transferred, conveyed and delivered indirectly owned by CRC as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);
(ii) Corner Store CRC and the applicable Corner Store CRC Designees shall accept, accept and assume from OPC and the applicable OPC Subsidiaries and agree faithfully to perform, discharge and fulfill all certain of the Corner Store CRC Liabilities in accordance with their respective terms. Corner Store CRC and such Corner Store CRC Designees shall be responsible for all Corner Store CRC Liabilities, regardless of when or where such Corner Store CRC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Corner Store CRC Liabilities are asserted or determined (including any Corner Store CRC Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of 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 either Group, or any of their respective directors, officers, employees employees, agents or agentsmanagers;
(iii) Valero OPC shall cause its applicable Subsidiaries to assign, transfer, transfer and convey and deliver to certain of its other Subsidiaries, which shall acceptaccept from such applicable OPC Subsidiaries, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded OPC Assets specified by Valero OPC to be so assigned, transferred, conveyed transferred and deliveredconveyed; and
(iv) Valero OPC and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill the Excluded certain OPC Liabilities of such other Subsidiaries in accordance with their respective termsSubsidiaries, and Valero OPC and its applicable Subsidiaries shall be responsible for all Excluded OPC Liabilities, regardless of when or where such Excluded OPC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded OPC Liabilities are asserted or determined (including any such Excluded OPC Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of 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 either Group, or any of their respective directors, officers, employees employees, agents or agentsmanagers. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, (A) and except for where the assumption by CRC of any CRC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any CRC Liabilities have not been accepted and assumed by CRC or an applicable CRC Designee in accordance with Section 2.1(a)(ii) as of immediately prior to the Distribution Date, then from and after the Distribution Date, CRC shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such CRC Liabilities in accordance with their respective terms and (B) and except for where the assumption by OPC of any OPC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any OPC Liabilities have not been accepted and assumed by OPC or an applicable OPC Group member in accordance with Section 2.1(a)(iv) as of immediately prior to the Distribution Date, then from and after the Distribution Date, OPC shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such OPC Liabilities in accordance with their respective terms.
(b) In furtherance of the assignment, transfer, transfer and conveyance and delivery of the Corner Store CRC Assets and the assumption of the Corner Store CRC Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii) and Section 2.1(d), on, before or and/or as of the date that such Corner Store CRC Assets are assigned, transferred, transferred or conveyed or delivered or such Corner Store CRC Liabilities are assumed, assumed (i) Valero OPC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, 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 ValeroOPC’s and its Subsidiaries’ (other than Corner Store CRC and its Subsidiaries) right, title and interest in and to the Corner Store CRC Assets to Corner Store CRC and the Corner Store CRC Designees, and (ii) Corner Store CRC shall execute and deliver, and shall cause the Corner Store CRC 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 Corner Store Liabilities by Corner Store and the Corner Store DesigneesCRC Liabilities. All of the foregoing documents contemplated by this Section 2.1(b) are shall be referred to collectively herein as the “Valero OPC Transfer Documents.”
(c) In furtherance of the assignment, transfer and conveyance of OPC Assets and the assumption of OPC Liabilities set forth in Sections 2.1(a)(iii) and 2.1(a)(iv) and Section 2.1(e), on, before and/or as of the date that such CRC Assets are assigned, transferred or conveyed or such CRC Liabilities are assumed: (i) CRC 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 and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of CRC’s and its Subsidiaries’ right, title and interest in and to the OPC Assets to OPC and its Subsidiaries, and (ii) OPC 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 OPC Liabilities. All of the foregoing documents contemplated by this Section 2.1(c) shall be referred to collectively herein as the “CRC Transfer Documents” and, together with the OPC Transfer Documents, the “Transfer Documents.”
(d) To the extent that any Corner Store CRC Asset is not transferred transferred, assigned or assigned todelivered to or retained by, or any Corner Store CRC Liability is not assumed by or retained by, a member of the Corner Store CRC Group at the Distribution Date or is owned or held by a member of the Valero OPC Group after the Distribution Date, from and after the Distribution Date, any such Corner Store CRC Asset or Corner Store CRC Liability shall be held by such member of the Valero OPC Group for the use and benefit of the member of the Corner Store CRC Group entitled thereto (at the expense of the member of the Corner Store CRC Group entitled thereto) in accordance with Section 2.5(c2.4(e), and, subject to Section 2.5(b2.4(c):
(i) Valero OPC shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store CRC or certain of its Subsidiaries designated by Corner StoreCRC, and Corner Store CRC or such Subsidiaries shall accept from Valero OPC and its applicable Subsidiaries, all of ValeroOPC’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store CRC Assets; and
(ii) Corner Store CRC and certain of its Subsidiaries designated by Corner Store CRC shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store CRC Liabilities in accordance with their respective terms.
(de) Corner Store To the extent any OPC Asset is not transferred, assigned or delivered to or retained by, or any OPC Liability is not assumed by or retained by, a member of the OPC Group at the Distribution Date or is owned or held by a member of the CRC Group after the Distribution Date, from and after the Distribution Date, any such OPC Asset or OPC Liability shall be held by such member of the CRC Group for the use and benefit of the member of the OPC Group entitled thereto (at the expense of the member of the OPC Group entitled thereto) in accordance with Section 2.4(f), and, subject to Section 2.4(d):
(i) CRC shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to OPC or certain of its Subsidiaries designated by OPC, and OPC or such Subsidiaries shall accept from CRC and its applicable Subsidiaries, all of CRC’s and such Subsidiaries’ respective right, title and interest in and to such OPC Assets; and
(ii) OPC and certain of its Subsidiaries designated by OPC shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such OPC Liabilities in accordance with their respective terms.
(f) CRC hereby waives compliance by each and every member of the Valero OPC 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 Corner Store CRC Assets to any member of the Corner Store CRC Group.
(eg) Valero OPC hereby waives compliance by each and every member of the Corner Store CRC 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 OPC Assets to any member of the Valero OPC Group.
Appears in 1 contract
Samples: Separation and Distribution Agreement (California Resources Corp)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, Astronics hereby agrees on or prior to before the Distribution Date in accordance with the Restructuring Steps Memorandum to assign, transfer, convey and deliver to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero shallMOD-PAC, and shall agrees to cause its applicable Subsidiaries toto contribute, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store DesigneesMOD-PAC, and Corner Store or such Corner Store Designees shall accept MOD-PAC hereby accepts from Valero Astronics and its applicable Subsidiaries, all of Valero’s Astronics' and such its Subsidiaries’ ' respective direct or indirect right, title and interest in all Additional MOD-PAC Assets.
(b) MOD-PAC hereby accepts, assumes and agrees from and after the Distribution Date to faithfully perform and fulfill all of the Corner Store Assets (it being understood that if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);
(ii) Corner Store and the applicable Corner Store Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Corner Store Additional MOD-PAC Liabilities in accordance with their respective terms. Corner Store From and such Corner Store Designees after the Distribution Date, MOD-PAC shall be responsible for all Corner Store Additional MOD-PAC Liabilities, regardless of when or where such Corner Store Additional MOD-PAC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datedate hereof, regardless of where or against whom such Corner Store Additional MOD-PAC Liabilities are asserted or determined (including any Corner Store Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of 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 Lawlaw, fraud, fraud or misrepresentation or any other cause by any member of either Group, the Astronics Group or the MOD-PAC Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents;Affiliates.
(iiic) Valero shall cause its applicable Subsidiaries Astronics hereby agrees from and after the Distribution Date to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and
(iv) Valero and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge perform and fulfill all of the Excluded Liabilities of such other Subsidiaries in accordance with their respective terms. From and after the Distribution Date, and Valero and its applicable Subsidiaries Astronics 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 Distribution Datedate hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of 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 Lawlaw, fraud, fraud or misrepresentation or any cause by any member of either Group, the Astronics Group or the MOD-PAC Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents.
(b) In furtherance of the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, 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 Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer Documents.”
(c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective termsAffiliates.
(d) Corner Store hereby waives compliance by each and every member of In the Valero Group with event that at any time or from time to time (whether prior to or after the requirements and provisions of Distribution Date), any “bulk-sale” party hereto (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 Corner Store Assets to any member of the Corner Store such party's respective Group.
(e) Valero hereby waives compliance by each and every member of the Corner Store Group with the requirements and provisions of ), shall receive or otherwise possess any “bulk-sale” Asset that is allocated to any other Person pursuant to this Agreement or “bulk-any Ancillary Agreement, such party shall promptly transfer” Laws of any jurisdiction that may otherwise , or cause to be applicable with respect transferred, such Asset to the transfer or sale of any or all of the Excluded Assets Person so entitled thereto. Prior to any member of such transfer, the Valero GroupPerson receiving or possessing such Asset shall hold such Asset in trust for any such other Person.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Mod Pac Corp)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, Effective on or prior to before the Distribution Date in accordance with the Restructuring Steps Memorandum and Date, Parent hereby agrees to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store DesigneesCompany, and Corner Store or such Corner Store Designees shall agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to accept from Valero Parent and its applicable Subsidiarieseach member of the Parent Group, all of Valero’s Parent's and such Subsidiaries’ Parent Group's respective direct or indirect right, title and interest in and to all of the Corner Store Assets (it being understood that Company Assets, if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entityany, such Corner Store Asset may be not otherwise assigned, transferred, conveyed or delivered to Company in accordance with the Letter Ruling.
(b) Effective on or before the Distribution Date, the Company hereby agrees to assume and delivered as a result of the transfer of all or substantially faithfully to perform and fulfill all of the equity interests in such Transferred Entity);
(ii) Corner Store and the applicable Corner Store Designees shall acceptCompany Liabilities, assume and agree faithfully to perform, discharge and fulfill all the Corner Store Liabilities in accordance with their respective terms. Corner Store and such Corner Store Designees The Company shall thereafter be responsible for all Corner Store of the Company Liabilities, regardless of when or where such Corner Store Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datedate hereof, regardless of where or against whom such Corner Store Liabilities are asserted or determined (including any Corner Store Company Liabilities arising out of claims made by the respective Parent's directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Parent Group or the Company 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 Lawlaw, fraud, fraud or misrepresentation or any other cause by any member of either Group, the Parent Group or the Company Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents;Affiliates.
(iiic) Valero shall cause its applicable Subsidiaries Effective on or before the Distribution Date, the Company hereby agrees to assign, transfer, convey and deliver to certain the Parent and agrees to cause each member of its other Subsidiariesthe Company Group to assign, which shall accepttransfer, such applicable Subsidiaries’ convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in and to any the Excluded Assets specified by Valero to be so Assets, if any, not otherwise assigned, transferred, conveyed and delivered; andor delivered to Parent in accordance with the Letter Ruling.
(ivd) Valero Effective on or before the Distribution Date, Parent hereby agrees to assume and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree agrees faithfully to perform, discharge perform and fulfill all of the Excluded Liabilities of such other Subsidiaries Liabilities, in accordance with their respective terms, and Valero and its applicable Subsidiaries . Parent agrees that it shall thereafter be solely responsible for all of the 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 Distribution Datedate hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective Company's directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Company Group or the Parent 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 Lawlaw, fraud, fraud or misrepresentation or any cause by any member of either Group, the Company Group or the Parent Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agentsAffiliates.
(be) In furtherance of Before the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumedDistribution Date, (i) Valero shall execute Parent hereby agrees to repay the total outstanding principal and deliver, and shall cause its Subsidiaries accrued interest owed to execute and deliver, such transfer agreements, bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to IAG (the extent necessary to evidence the transfer, conveyance and assignment of all of Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees"IAG Repayment"), and (ii) Corner Store shall execute Company will borrow from IAG an amount equal to the IAG Repayment and deliverdeclare and pay a dividend to Parent in the amount of the IAG Repayment.
(f) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to have the licenses or leases that currently are in the name of Parent and are listed on Schedule 2.2(f), assigned or transferred to Company as set forth on Schedule 2.2(f), and Company shall cause the Corner Store Designees assume all duties and obligations under such licenses or leases in full, except as expressly agreed 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 Corner Store Liabilities in writing by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer DocumentsParent.”
(cg) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to assign and transfer to Company the interest rate swaps, caps and floors listed on Schedule 2.2(g). To the extent that Parent cannot, without a guaranty or otherwise unconditionally, assign and transfer the floors listed on Schedule 2.2(g) to Company, Parent will retain swaps listed on Schedule 2.2(g) of sufficient economic value to Parent to offset the economic cost to Parent resulting from the termination of such floors.
(h) In the event that at any Corner Store Asset is not transferred time or assigned to, from time to time (whether prior to or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date), any such Corner Store Asset party hereto (or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms.
(d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of such party's respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Corner Store Group.
(e) Valero hereby waives compliance by each and every member Person so entitled thereto. However, Parent shall not cause any Company Asset to be transferred prior to the Distribution Date without the written consent of the Corner Store 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 Valero Group.Company. Before any
Appears in 1 contract
Samples: Separation and Distribution Agreement (Anc Rental Corp)
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Subject to Section 2.1(d) and (e), pursuant to the Contribution Agreement, on or prior to the Distribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps MemorandumContribution Date:
(i) Valero shall, and shall cause Huntsman or its applicable Subsidiaries tocontributed, assignassigned, transfer, convey transferred and deliver conveyed to Corner StoreVenator, or the applicable Corner Store Venator Designees, and Corner Store Venator or such Corner Store Venator Designees shall accept accepted from Valero Huntsman and its applicable Subsidiaries, all of ValeroHuntsman’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Corner Store Venator Assets (it being understood that if any Corner Store Venator Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Venator Asset may will be assigned, transferred, conveyed and delivered indirectly owned by Venator as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity);
(ii) Corner Store Venator and the applicable Corner Store 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 Corner Store Venator Liabilities in accordance with their respective terms. Corner Store and such Corner Store Designees shall be responsible for all Corner Store Liabilities, regardless of when or where such Corner Store Venator Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Contribution Date, regardless of where or against whom such Corner Store Venator Liabilities are asserted or determined (including any Corner Store Venator Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of 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 either Group, or any of their respective directors, officers, employees employees, agents or agentsmanagers;
(iii) Valero shall cause Huntsman caused its applicable Subsidiaries or Venator to assign, transfer, transfer and convey and deliver to certain of its other Subsidiaries, which shall acceptaccepted from such applicable Huntsman Subsidiaries or Venator, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Huntsman Assets specified by Valero Huntsman to be so assigned, transferred, conveyed transferred and deliveredconveyed; and
(iv) Valero Huntsman and certain of its Subsidiaries shall accept accepted and assume assumed from certain of its other Subsidiaries and agree agreed faithfully to perform, pay, discharge and fulfill the Excluded Huntsman Liabilities of such other Subsidiaries in accordance with their respective terms, and Valero and its applicable Subsidiaries shall be responsible for all Excluded LiabilitiesSubsidiaries, 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 Distribution Contribution 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 the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of 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 either Group, or any of their respective directors, officers, employees employees, agents or agentsmanagers. 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 Venator 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 Corner Store Venator Assets and the assumption of the Corner Store Venator Liabilities in accordance with Sections 2.1(a)(i), 2.1(a)(ii) and 2.1(a)(ii2.1(d), on, before or and/or as of the date that such Corner Store Venator Assets are assigned, transferred, transferred or conveyed or delivered or such Corner Store Venator Liabilities are assumed, (i) Valero Huntsman shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, 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 ValeroHuntsman’s and its Subsidiaries’ (other than Corner Store Venator and its Subsidiaries) right, title and interest in and to the Corner Store Venator Assets to Corner Store Venator and the Corner Store Venator Designees, and (ii) Corner Store Venator shall execute and deliver, and shall cause the Corner Store 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 Corner Store Liabilities by Corner Store and the Corner Store DesigneesVenator Liabilities. All of the foregoing documents contemplated by this Section 2.1(b) are (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 “Valero Huntsman Transfer Documents.”
(c) In furtherance of the assignment, transfer and conveyance of Huntsman Assets and the assumption of Huntsman Liabilities set forth in 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 Huntsman Transfer Documents, the “Transfer Documents.”
(d) To the extent that any Corner Store Venator Asset is not transferred transferred, assigned or assigned todelivered to or retained by, or any Corner Store Venator Liability is not assumed by or retained by, a member of the Corner Store Venator Group at the Distribution Effective Date or is owned or held by a member of the Valero Huntsman Group after the Distribution Effective Date, from and after the Distribution Effective Date, any such Corner Store Venator Asset or Corner Store Venator Liability shall be held by such member of the Valero Huntsman Group for the use and use, benefit and/or burden of the member of the Corner Store Venator Group entitled thereto (at the expense and for the account of the member of the Corner Store Venator Group entitled thereto) in accordance with Section 2.5(c2.4(e), and, subject to Section 2.5(b2.4(b):
(i) Valero Huntsman shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store Venator or certain of its Subsidiaries designated by Corner StoreVenator, and Corner Store Venator or such Subsidiaries shall accept from Valero Huntsman and its applicable Subsidiaries, all of ValeroHuntsman’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store AssetsVenator Assets in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; and
(ii) Corner Store Venator and certain of its Subsidiaries designated by Corner Store Venator shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Venator Liabilities in accordance with their respective terms.
(de) Corner Store 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 Valero 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 Corner Store Venator Assets to any member of the Corner Store Venator Group.
(eg) Valero Huntsman hereby waives compliance by each and every member of the Corner Store 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 Valero Huntsman Group.
Appears in 1 contract
Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, Effective on or prior to before the Distribution Date in accordance with the Restructuring Steps Memorandum and Date, Parent hereby agrees to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum:
(i) Valero shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Store, or the applicable Corner Store DesigneesCompany, and Corner Store or such Corner Store Designees shall agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to accept from Valero Parent and its applicable Subsidiarieseach member of the Parent Group, all of Valero’s Parent's and such Subsidiaries’ Parent Group's respective direct or indirect right, title and interest in and to all of the Corner Store Assets (it being understood that Company Assets, if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entityany, such Corner Store Asset may be not otherwise assigned, transferred, conveyed or delivered to Company in accordance with the Letter Ruling.
(b) Effective on or before the Distribution Date, the Company hereby agrees to assume and delivered as a result of the transfer of all or substantially faithfully to perform and fulfill all of the equity interests in such Transferred Entity);
(ii) Corner Store and the applicable Corner Store Designees shall acceptCompany Liabilities, assume and agree faithfully to perform, discharge and fulfill all the Corner Store Liabilities in accordance with their respective terms. Corner Store and such Corner Store Designees The Company shall thereafter be responsible for all Corner Store of the Company Liabilities, regardless of when or where such Corner Store Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Datedate hereof, regardless of where or against whom such Corner Store Liabilities are asserted or determined (including any Corner Store Company Liabilities arising out of claims made by the respective Parent's directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Parent Group or the Company 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 Lawlaw, fraud, fraud or misrepresentation or any other cause by any member of either Group, the Parent Group or the Company Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agents;Affiliates.
(iiic) Valero shall cause its applicable Subsidiaries Effective on or before the Distribution Date, the Company hereby agrees to assign, transfer, convey and deliver to certain the Parent and agrees to cause each member of its other Subsidiariesthe Company Group to assign, which shall accepttransfer, such applicable Subsidiaries’ convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in and to any the Excluded Assets specified by Valero to be so Assets, if any, not otherwise assigned, transferred, conveyed and delivered; andor delivered to Parent in accordance with the Letter Ruling.
(ivd) Valero Effective on or before the Distribution Date, Parent hereby agrees to assume and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree agrees faithfully to perform, discharge perform and fulfill all of the Excluded Liabilities of such other Subsidiaries Liabilities, in accordance with their respective terms, and Valero and its applicable Subsidiaries . Parent agrees that it shall thereafter be solely responsible for all of the 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 Distribution Datedate hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective Company's directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either the Company Group or the Parent 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 Lawlaw, fraud, fraud or misrepresentation or any cause by any member of either Group, the Company Group or the Parent Group or any of their respective directors, officers, employees employees, agents, Subsidiaries or agentsAffiliates.
(be) In furtherance of Before the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumedDistribution Date, (i) Valero shall execute Parent hereby agrees to repay the total outstanding principal and deliver, and shall cause its Subsidiaries accrued interest owed to execute and deliver, such transfer agreements, bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to IAG (the extent necessary to evidence the transfer, conveyance and assignment of all of Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees"IAG Repayment"), and (ii) Corner Store shall execute Company will borrow from IAG an amount equal to the IAG Repayment and deliverdeclare and pay a dividend to Parent in the amount of the IAG Repayment.
(f) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to have the licenses or leases that currently are in the name of Parent and are listed on SCHEDULE 2.2(F), assigned or transferred to Company as set forth on SCHEDULE 2.2(F), and Company shall cause the Corner Store Designees assume all duties and obligations under such licenses or leases in full, except as expressly agreed 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 Corner Store Liabilities in writing by Corner Store and the Corner Store Designees. All of the documents contemplated by this Section 2.1(b) are referred to collectively herein as the “Valero Transfer DocumentsParent.”
(cg) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to assign and transfer to Company the interest rate swaps, caps and floors listed on SCHEDULE 2.2(G). To the extent that Parent cannot, without a guaranty or otherwise unconditionally, assign and transfer the floors listed on SCHEDULE 2.2(G) to Company, Parent will retain swaps listed on SCHEDULE 2.2(G) of sufficient economic value to Parent to offset the economic cost to Parent resulting from the termination of such floors.
(h) In the event that at any Corner Store Asset is not transferred time or assigned to, from time to time (whether prior to or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date), any such Corner Store Asset party hereto (or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b):
(i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and
(ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms.
(d) Corner Store hereby waives compliance by each and every member of the Valero 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 Corner Store Assets to any member of such party's respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Corner Store Group.
(e) Valero hereby waives compliance by each and every member Person so entitled thereto. However, Parent shall not cause any Company Asset to be transferred prior to the Distribution Date without the written consent of the Corner Store Group with Company. Before any such transfer, the requirements and provisions of Person receiving or possessing such Asset shall hold such Asset in trust for 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 Valero Groupsuch other Person.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Anc Rental Corp)
