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

Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assigns, transfers, conveys and delivers to NUVOLA, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, all of BOLC's and its applicable Subsidiaries' respective right, title and interest in and to the NUVOLA Assets (as defined in Section 2.2 below). (b) NUVOLA hereby assumes and agrees to faithfully perform and fulfill all NUVOLA Liabilities (as defined in Section 2.3), in accordance with their respective terms. Notwithstanding the foregoing, NUVOLA shall not assume any Liability attributable to the failure of BOLC or its officers, directors, employees, agents, Subsidiaries or Affiliates to perform BOLC's obligations to NUVOLA pursuant to this Agreement or the Ancillary Agreements. (c) In the event that at any time or from time to time (whether prior to or after the Distribution Date) any party hereto (or any member of the BOLC Group or NUVOLA Group, as applicable), shall receive or otherwise possess an asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer or cause to be transferred, such asset to such Person so entitled thereto. Prior to such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to or after the Distribution Date) any party hereto or any member of the BOLC Group or NUVOLA Group, as applicable, shall hold or otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed pursuant to this Agreement or any Ancillary Agreement, such Person shall, to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled thereto. (d) In furtherance of the assignment, transfer and conveyance of NUVOLA Assets and the assumption of NUVOLA Liabilities set forth in Section 2.1 (a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of BOLC's and its respective Subsidiaries' right, title and interest in and to the NUVOLA Assets to NUVOLA and (ii) NUVOLA shall execute and deliver, to BOLC and its respective Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the NUVOLA Liabilities by NUVOLA.

Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assigns, transfers, conveys and delivers to NUVOLA, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, all of BOLC's and its applicable Subsidiaries' respective right, title and interest in and Prior to the NUVOLA Assets (as defined in Section 2.2 below)Distribution, the Parties shall cause the Internal Transactions to be completed. (b) NUVOLA hereby assumes In the event that it is discovered after the Distribution that there was an omission of the transfer or conveyance by one Party (or any other member of its Group) to, and agrees the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability that, had the Parties given specific consideration to faithfully perform and fulfill all NUVOLA Liabilities (as defined in Section 2.3), in accordance with their respective terms. Notwithstanding the foregoing, NUVOLA shall not assume any such Asset or Liability attributable prior to the failure of BOLC Distribution, would have otherwise been so transferred or its officers, directors, employees, agents, Subsidiaries or Affiliates to perform BOLC's obligations to NUVOLA conveyed pursuant to this Agreement or the Ancillary AgreementsAssignment and Assumption Agreement, the Parties shall use reasonable best efforts to promptly effect such transfer or conveyance of such Asset or Liability. Any transfer or conveyance made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution. (c) In the event that at any time or from time to time (whether prior to or it is discovered after the Distribution Date) any party hereto that there was a transfer or conveyance by one Party (or any other member of its Group) to, and the BOLC Group acceptance or NUVOLA Groupassumption by, as applicable), shall receive the other Party (or otherwise possess an asset that is allocated to any other Person member of its Group) of any Asset or Liability that was intended to be retained by the transferring or conveying Party pursuant to this Agreement or any Ancillary the Assignment and Assumption Agreement, such party the Parties shall use reasonable best efforts to promptly transfer or cause convey such Asset or Liability back to the transferring or conveying Party. Any transfer or conveyance made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred or conveyed. (d) To the extent that any transfer or conveyance of any Asset or acceptance or assumption of any Liability required by this Agreement or the Assignment and Assumption Agreement to be so transferred, such asset conveyed, accepted or assumed shall not have been completed prior to such Person so entitled thereto. Prior the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Person receiving Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or possessing such Asset conveyance of any Assets or the acceptance or assumption of any Liabilities which by their terms or operation of law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall hold such Asset in trust use reasonable best efforts to obtain any necessary Consents for such other Personthe transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement or the Assignment and Assumption Agreement to be so transferred, conveyed, accepted or assumed. In the event that at any time such transfer, conveyance, acceptance or from time to time assumption (whether prior to or as applicable) has not been completed effective as of and after the Distribution Date) any party hereto Distribution, the Party retaining such Asset or any member Liability shall thereafter hold such Asset for the use and benefit of the BOLC Group Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or NUVOLA Group, as applicable, shall hold or otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed accepted pursuant to this Agreement or any Ancillary the Assignment and Assumption Agreement, and take such Person shallother action as may be reasonably requested by the Party to which such Asset should have been transferred or conveyed, or by whom such Liability should have been assumed or accepted, as the case may be, in order to place such Party, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as contemplated by this Agreement or the Assignment and Assumption Agreement. As and when any such Asset or Liability becomes transferable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled theretoDistribution. (de) In furtherance of After the assignmentFirst AOL LLC Distribution and until the Distribution, transfer TWX shall cause AOL LLC not to engage in any business or conduct any activities unrelated to the Separation or the Distribution, and conveyance of NUVOLA Assets and the assumption of NUVOLA Liabilities set forth in Section 2.1 (a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC during such period TWX shall execute and delivernot, and shall cause its Subsidiaries TWA LLC not to, take any affirmative action to execute and deliverchange or remove any officers or directors of AOL LLC, in each case unless AOL consents (such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and consent not to the extent necessary to evidence the transfer, conveyance and assignment of all of BOLC's and its respective Subsidiaries' right, title and interest in and to the NUVOLA Assets to NUVOLA and (ii) NUVOLA shall execute and deliver, to BOLC and its respective Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the NUVOLA Liabilities by NUVOLAbe unreasonably withheld).

Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assigns, transfers, conveys and delivers to NUVOLA, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, all of BOLC's and its applicable Subsidiaries' respective right, title and interest in and to the NUVOLA Assets (as defined in Section 2.2 below). (b) NUVOLA hereby assumes and agrees to faithfully perform and fulfill all NUVOLA Liabilities (as defined in Section 2.3), in accordance with their respective terms. Notwithstanding the foregoing, NUVOLA shall not assume any Liability attributable to the failure of BOLC or its officers, directors, employees, agents, Subsidiaries or Affiliates to perform BOLC's obligations to NUVOLA pursuant to this Agreement or the Ancillary Agreements. (c) In the event that at it is discovered any time or from time to time (whether prior to or after the Distribution DateSeparation Date that there was (i) any party hereto a transfer or conveyance by Concentra (or any a member of the BOLC Group Concentra Group) to, or NUVOLA the acceptance or assumption by, Select (or a member of the Select Group) of any Asset or Liability that should not have been transferred or conveyed to Select, as applicable)the case may be, or (ii) a transfer or conveyance by Select (or a member of the Select Group) to, or the acceptance or assumption by, Concentra (or a member of the Concentra Group) of any Asset or Liability, as the case may be, that should not have been transferred or conveyed to Concentra, the Parties shall receive use reasonable best efforts to promptly transfer or otherwise possess an asset that convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. The Party to whom the applicable Asset is allocated to be transferred or conveyed or by whom the applicable Liability is to be accepted or assumed shall reimburse the other Party for any other Person costs directly related to retaining or maintaining such Asset, or managing or defending such Liability, promptly after receiving a request therefor. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Agreement SECTION 2.01 shall be treated by the Parties for all purposes as if such Asset or any Ancillary Agreement, such party shall promptly transfer or cause to be Liability had never been originally transferred, such asset to such Person so entitled thereto. Prior to such transferconveyed, the Person receiving accepted or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to or after the Distribution Date) any party hereto or any member of the BOLC Group or NUVOLA Groupassumed, as applicablethe case may be, shall hold or except as otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed pursuant to this Agreement or any Ancillary Agreement, such Person shall, to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled theretoby applicable Law. (d) In furtherance of the assignment, transfer and conveyance of NUVOLA Assets and the assumption of NUVOLA Liabilities set forth in Section 2.1 (a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of BOLC's and its respective Subsidiaries' right, title and interest in and to the NUVOLA Assets to NUVOLA and (ii) NUVOLA shall execute and deliver, to BOLC and its respective Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the NUVOLA Liabilities by NUVOLA.

Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assignsPrior to the Distribution, transfers, conveys and delivers to NUVOLAthe Parties shall, and agrees Parent shall cause the other members of Parent Group to, execute such instruments of assignment, transfer or conveyance and take such other corporate actions as are necessary to: (i) transfer and convey to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, SpinCo all of BOLC's and its applicable Subsidiaries' respective the right, title and interest in of the Parent Group in, to and under all SpinCo Assets; and (ii) cause SpinCo to assume all of the SpinCo Liabilities. Notwithstanding anything to the NUVOLA Assets (contrary herein, neither Party shall be required to transfer any Information, except as defined in Section 2.2 below)required by Article VI, the Management Agreement or the Letter Agreement. (b) NUVOLA hereby assumes In the event that it is discovered in the twelve (12) month period after the Distribution Effective Time that there was an omission of the transfer or conveyance by Parent (or another member of the Parent Group) to, or the acceptance or assumption by, SpinCo of any SpinCo Asset or SpinCo Liability, as the case may be, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, for no consideration and agrees subject to faithfully perform and fulfill all NUVOLA Liabilities (as defined in Section 2.3)2.03. Any transfer, in accordance with their respective terms. Notwithstanding the foregoingconveyance, NUVOLA shall not assume any Liability attributable to the failure of BOLC acceptance or its officers, directors, employees, agents, Subsidiaries or Affiliates to perform BOLC's obligations to NUVOLA assumption made pursuant to this Agreement or Section 2.01(b) shall be treated by the Ancillary AgreementsParties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law. (c) In the event that at any time or from time to time it is discovered in the twelve (whether prior to or 12) month period after the Distribution Date) any party hereto Effective Time that there was a transfer or conveyance by Parent (or any a member of the BOLC Group Parent Group) to, or NUVOLA Groupthe acceptance or assumption by, SpinCo of any Parent Asset or Parent Liability, as applicable)the case may be, the Parties shall receive use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or otherwise possess an asset that is allocated assumption of such Asset or Liability, as the case may be, for no consideration and subject to any other Person Section 2.03. Any transfer, conveyance, acceptance or assumption made pursuant to this Agreement or any Ancillary Agreement, such party Section 2.01(c) shall promptly transfer or cause to be transferred, such asset to such Person so entitled thereto. Prior to such transfer, treated by the Person receiving or possessing such Asset shall hold such Asset in trust Parties for such other Person. In the event that at any time or from time to time (whether all purposes as if it had occurred immediately prior to or after the Distribution Date) any party hereto or any member of the BOLC Group or NUVOLA GroupDistribution, except as applicable, shall hold or otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed pursuant to this Agreement or any Ancillary Agreement, such Person shall, to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled theretoby applicable Law. (d) In furtherance of the assignment, transfer and conveyance of NUVOLA Assets and the assumption of NUVOLA Liabilities set forth in Section 2.1 (a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of BOLC's and its respective Subsidiaries' right, title and interest in and to the NUVOLA Assets to NUVOLA and (ii) NUVOLA shall execute and deliver, to BOLC and its respective Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the NUVOLA Liabilities by NUVOLA.

Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assignsSubject to Section 2.01(d), transfersprior to the Spin-Off, conveys the Parties shall execute such instruments of assignment and delivers transfer and take such other corporate actions as are necessary to NUVOLA, (i) transfer and agrees convey to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, FGC all of BOLC's and its applicable Subsidiaries' respective the right, title and interest in of GRC in, to and under all Assets of FGC not already owned by FGC, (ii) transfer and convey to GRC all of the right, title and interest of FGC in, to and under all Assets of GRC not already owned by GRC, (iii) cause FGC to assume all Liabilities of FGC to the NUVOLA Assets extent such Liabilities would otherwise remain obligations of GRC and (as defined in Section 2.2 below)iv) cause GRC to assume all Liabilities of GRC to the extent such Liabilities would otherwise remain obligations of FGC. (b) NUVOLA hereby assumes and agrees to faithfully perform and fulfill all NUVOLA Liabilities In the event that it is discovered after the Spin-Off that there was an omission of (as defined in Section 2.3)i) the transfer or conveyance by FGC or the acceptance or assumption by GRC of any Asset or Liability of GRC, in accordance with their respective terms. Notwithstanding (ii) the foregoingtransfer or conveyance by GRC or the acceptance or assumption by FGC of any Asset or Liability of FGC, NUVOLA shall not assume or (iii) the transfer or conveyance by one Party to, or the acceptance or assumption by, the other Party of any Liability attributable Asset or Liability, that should belong to the failure other Party as described in subsection (a) above, that would have otherwise been so transferred, conveyed, accepted or assumed, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of BOLC such Asset or its officersLiability. Any transfer, directorsconveyance, employees, agents, Subsidiaries acceptance or Affiliates to perform BOLC's obligations to NUVOLA assumption made pursuant to this Agreement or Section 2.01(b) shall be treated by the Ancillary AgreementsParties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable law. (c) In the event that at any time or from time to time (whether prior to or it is discovered after the Distribution DateSpin-Off that there was a transfer or conveyance (i) by FGC to GRC or the acceptance or assumption by GRC of any party hereto Asset or Liability that should belong to FGC, or (ii) by GRC to FGC or the acceptance or assumption by FGC of any member Asset or Liability that should belong to GRC, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of the BOLC Group such Asset or NUVOLA GroupLiability, as applicable), shall receive the case may be. Any transfer or otherwise possess an asset that is allocated to any other Person conveyance made or acceptance or assumption rescinded pursuant to this Agreement Section shall be treated by the Parties for all purposes as if such Asset or any Ancillary Agreement, such party shall promptly transfer or cause to be Liability had never been originally transferred, such asset to such Person so entitled thereto. Prior to such transferconveyed, the Person receiving accepted or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to or after the Distribution Date) any party hereto or any member of the BOLC Group or NUVOLA Groupassumed, as applicablethe case may be, shall hold or except as otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed pursuant to this Agreement or any Ancillary Agreement, such Person shall, to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled theretoby applicable law. (d) In furtherance the event that after the Spin-Off (i) FGC receives any funds properly belonging to GRC, or (ii) GRC receives any funds properly belonging to FGC, the relevant Party shall use reasonable best efforts to promptly advise the other party, segregate and hold such funds in trust for the benefit of such other Party and promptly deliver such funds, together with any interest earned thereon, to an account or accounts designated in writing by such other Party. (e) In the event that after the Spin-Off (i) FGC receives any communications, notices or inquiries relating to GRC, or (ii) GRC receives any communications, notices or inquiries relating to FGC, the relevant Party shall use reasonable best efforts to notify the other Party thereof as promptly as reasonably practicable. (f) To the extent that any transfer or conveyance of any Asset or acceptance or assumption of any Liability required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Spin-Off, of if the document of transfer or assignment was insufficient to properly vest title in the relevant Party, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Spin-Off as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their terms or operation of law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed as of and after the Spin-Off, the Party retaining such Asset or Liability shall thereafter hold such Asset for the use and benefit of the assignmentParty entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which such Asset should have been transferred or conveyed, or by whom such Liability should have been assumed or accepted, in order to place such Party, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed as contemplated by this Agreement, including possession, use, risk of loss, potential for gain and control over such Asset or Liability. As and when any such Asset or Liability becomes transferable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(f) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Spin-Off, except as otherwise required by applicable law. (g) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of NUVOLA Assets such Asset or the deferral of the acceptance and the assumption of NUVOLA Liabilities set forth such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.1 (a) and (b)2.01, simultaneously with to expend any money or take any action that would require the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills expenditure of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as money unless and to the extent the Party entitled to such Asset or the Party intended to assume such Liability advances or agrees to reimburse it for the applicable expenditures. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to evidence effect the transfer, conveyance and assignment of all of BOLC's and its respective Subsidiaries' right, title and interest in and to the NUVOLA Assets to NUVOLA and (ii) NUVOLA shall execute and deliver, to BOLC and its respective Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the NUVOLA Liabilities by NUVOLAforgoing.

Transfer of Assets and Assumption of Liabilities. (a) BOLC hereby assigns, transfers, conveys and delivers to NUVOLA, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to NUVOLA, and NUVOLA hereby accepts from BOLC and its respective Subsidiaries, all of BOLC's and its applicable Subsidiaries' respective right, title and interest in and Prior to the NUVOLA Assets (as defined in Section 2.2 below)Distribution, the Parties shall cause the Internal Transactions to be completed. (b) NUVOLA hereby assumes In the event that it is discovered after the Distribution that there was an omission of the transfer or conveyance by one Party (or any other member of its Group) to, and agrees the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability that, had the Parties given specific consideration to faithfully perform and fulfill all NUVOLA Liabilities (as defined in Section 2.3), in accordance with their respective terms. Notwithstanding the foregoing, NUVOLA shall not assume any such Asset or Liability attributable prior to the failure of BOLC Distribution, would have otherwise been so transferred or its officers, directors, employees, agents, Subsidiaries or Affiliates to perform BOLC's obligations to NUVOLA conveyed pursuant to this Agreement or the Ancillary AgreementsAssignment and Assumption Agreement, the Parties shall use reasonable best efforts to promptly effect such transfer or conveyance of such Asset or Liability. Any transfer or conveyance made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution. (c) In the event that at any time or from time to time (whether prior to or it is discovered after the Distribution Date) any party hereto that there was a transfer or conveyance by one Party (or any other member of its Group) to, and the BOLC Group acceptance or NUVOLA Groupassumption by, as applicable), shall receive the other Party (or otherwise possess an asset that is allocated to any other Person member of its Group) of any Asset or Liability that was intended to be retained by the transferring or conveying Party pursuant to this Agreement or any Ancillary the Assignment and Assumption Agreement, such party the Parties shall use reasonable best efforts to promptly transfer or cause convey such Asset or Liability back to the transferring or conveying Party. Any transfer or conveyance made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred or conveyed. (d) To the extent that any transfer or conveyance of any Asset or acceptance or assumption of any Liability required by this Agreement or the Assignment and Assumption Agreement to be so transferred, such asset conveyed, accepted or assumed shall not have been completed prior to such Person so entitled thereto. Prior the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Person receiving Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or possessing such Asset conveyance of any Assets or the acceptance or assumption of any Liabilities which by their terms or operation of law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall hold such Asset in trust use reasonable best efforts to obtain any necessary Consents for such other Personthe transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement or the Assignment and Assumption Agreement to be so transferred, conveyed, accepted or assumed. In the event that at any time such transfer, conveyance, acceptance or from time to time assumption (whether prior to or as applicable) has not been completed effective as of and after the Distribution Date) any party hereto Distribution, the Party retaining such Asset or any member Liability shall thereafter hold such Asset for the use and benefit of the BOLC Group Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or NUVOLA Group, as applicable, shall hold or otherwise possess any information or otherwise be required to cooperate to allow a Person to avoid a Liability assumed accepted pursuant to this Agreement or any Ancillary the Assignment and Assumption Agreement, and take such Person shallother action as may be reasonably requested by the Party to which such Asset should have been transferred or conveyed, or by whom such Liability should have been assumed or accepted, as the case may be, in order to place such Party, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as contemplated by this Agreement or the Assignment and Assumption Agreement. As and when any such Asset or Liability becomes transferable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the extent reasonable, promptly provide such information and/or cooperation and/or cause such information or cooperation to be provided to the Person so entitled theretoDistribution. (d) In furtherance of the assignment, transfer and conveyance of NUVOLA Assets and the assumption of NUVOLA Liabilities set forth in Section 2.1 (a) and (b), simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) BOLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of BOLC's and its respective Subsidiaries' right, title and interest in and to the NUVOLA Assets to NUVOLA and (ii) NUVOLA shall execute and deliver, to BOLC and its respective Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the NUVOLA Liabilities by NUVOLA.