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

Transfer of Assets and Assumption of Liabilities. (a) On the Separation Date, to the extent not previously effectuated prior to the date hereof: (i) HBIO shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to HXXX, or certain of HXXX’x Subsidiaries designated by HXXX, and HXXX or such Subsidiaries shall accept from HBIO and its applicable Subsidiaries, all of HBIO’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the HXXX Assets, including without limitation all transfers of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both cases, as such terms are defined in the Intellectual Property Matters Agreement) and Technology used in the HXXX Business, in each case pursuant to the Intellectual Property Matters Agreement; (ii) HXXX and certain of its Subsidiaries designated by HXXX shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX Liabilities in accordance with their respective terms. HXXX and such Subsidiaries shall be responsible for all HXXX Liabilities, regardless of when or where such HXXX Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Date, regardless of where or against whom such HXXX Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX 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 or misrepresentation by any member of the HBIO Group or the HXXX Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets and the assumption of the HXXX Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed (i) HBIO 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and (ii) HXXX 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 HXXX Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”. (c) In the event that at any time or from time to time (whether prior to or after any Separation Date), any Party hereto (or 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 other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person 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. (d) HXXX hereby waives compliance by each and every member of the HBIO 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 HXXX Assets to any member of the HXXX Group. (e) HBIO hereby waives compliance by each and every member of the HXXX 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 HBIO Group.

Transfer of Assets and Assumption of Liabilities. (a) On At or shortly before the Separation DateDistribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transfer, and will cause the other members of the Sprint Group to transfer, to Embarq and the extent not previously effectuated prior to other members of the date hereof: (i) HBIO shallEmbarq Group, and shall cause its applicable Subsidiaries to, assign, transfer, convey Embarq and deliver to HXXX, or certain the other members of HXXX’x Subsidiaries designated by HXXX, the Embarq Group will receive and HXXX or such Subsidiaries shall accept from HBIO Sprint and its applicable Subsidiariesthe other members of the Sprint Group, all of HBIOSprint’s and such Subsidiaries’ the members of the Sprint Group’s respective direct or indirect right, title and interest in and the Embarq Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to all the satisfaction or waiver of the HXXX Assetsconditions set forth in Section 3.04, including without limitation all transfers Embarq and the members of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both casesthe Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such terms are defined in the Intellectual Property Matters Agreement) time as set forth on Schedule 2.2(e), Embarq and Technology used in the HXXX Business, in each case pursuant to the Intellectual Property Matters Agreement; (ii) HXXX and certain of its Subsidiaries designated by HXXX shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX Liabilities in accordance with their respective terms. HXXX and such Subsidiaries shall Sprint will be responsible for full payment and performance of all HXXX Embarq Group Liabilities and Sprint Group Liabilities, respectively, regardless of when or where such HXXX these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Separation Datedate of this agreement, regardless of where or against whom such HXXX these Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the HBIO Group or the HXXX Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets and the assumption of the HXXX Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed (i) HBIO 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and (ii) HXXX 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 HXXX Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”agreement. (c) In To the event extent that at any time transfer or from time to time assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (whether prior to any such Asset or after any Separation Date)Liability, any Party hereto (a “Delayed Transfer Asset” or any member of such Party’s respective Group), shall receive or otherwise possess any Asset that is allocated a “Delayed Transfer Liability”) and subject to any other Person pursuant to this Agreement or any other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person 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. (d) HXXX hereby waives compliance by each and every member of the HBIO 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 HXXX Assets to any member of the HXXX Group. (e) HBIO hereby waives compliance by each and every member of the HXXX 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 HBIO Group.:

Transfer of Assets and Assumption of Liabilities. (a) On At or shortly before the Separation DateDistribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, NTELOS will transfer, and will cause the other members of the NTELOS Group to transfer, to Wireline and the extent not previously effectuated prior to other members of the date hereof: (i) HBIO shallWireline Group, and shall cause its applicable Subsidiaries to, assign, transfer, convey Wireline and deliver to HXXX, or certain the other members of HXXX’x Subsidiaries designated by HXXX, the Wireline Group will receive and HXXX or such Subsidiaries shall accept from HBIO NTELOS and its applicable Subsidiariesthe other members of the NTELOS Group, all of HBIONTELOS’ and the members of the NTELOS Group’s and such Subsidiaries’ respective direct or indirect right, title and interest in and the Wireline Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to all the satisfaction or waiver of the HXXX Assetsconditions set forth in Section 3.04, including without limitation all transfers Wireline and the members of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both casesthe Wireline Group, as applicable, will assume, or have responsibility for, the Wireline Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Wireline will defend Actions that constitute Wireline Group Liabilities and NTELOS will defend Actions that constitute NTELOS Group Liabilities. From and after the Distribution Time or at such terms are defined in the Intellectual Property Matters Agreement) time as set forth on Schedule 2.02(e), Wireline and Technology used in the HXXX Business, in each case pursuant to the Intellectual Property Matters Agreement; (ii) HXXX and certain of its Subsidiaries designated by HXXX shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX Liabilities in accordance with their respective terms. HXXX and such Subsidiaries shall NTELOS will be responsible for full payment and performance of all HXXX Wireline Group Liabilities and NTELOS Group Liabilities, respectively, regardless of when or where such HXXX these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Separation Datedate of this Agreement, regardless of where or against whom such HXXX these Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the HBIO Group or the HXXX Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets and the assumption of the HXXX Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed (i) HBIO 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and (ii) HXXX 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 HXXX Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”Agreement. (c) In To the event extent that at any time transfer or from time to time assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (whether prior to any such Asset or after any Separation Date)Liability, any Party hereto (a “Delayed Transfer Asset” or any member of such Party’s respective Group), shall receive or otherwise possess any Asset that is allocated a “Delayed Transfer Liability”) and subject to any other Person pursuant to this Agreement or any other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person 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. (d) HXXX hereby waives compliance by each and every member of the HBIO 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 HXXX Assets to any member of the HXXX Group. (e) HBIO hereby waives compliance by each and every member of the HXXX 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 HBIO Group.:

Transfer of Assets and Assumption of Liabilities. (a) On As of the Separation Date, to the extent not previously effectuated date hereof and with effect immediately prior to the date hereof: (i) HBIO shallEffective Time, PPD shall and shall cause its applicable Subsidiaries tohereby does, on behalf of itself and the other members of the PPD Group, as applicable, transfer, contribute, assign, transfer, convey distribute and deliver to HXXXconvey, or certain of HXXX’x Subsidiaries designated by HXXXcause to be transferred, contributed, assigned, distributed and HXXX or such Subsidiaries shall accept from HBIO and its applicable Subsidiariesconveyed, to Furiex all of HBIOPPD’s and such Subsidiariesthe other members’ respective direct or indirect of the PPD Group’s right, title and interest in and to all the Furiex Assets (the “Transfer”) pursuant to, and so as to qualify as a series of tax-free transactions under the HXXX Assets, including without limitation all transfers Internal Revenue Code of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both cases1986, as such terms are defined in amended. (b) Furiex shall and hereby does accept the Intellectual Property Matters Agreement) and Technology used in the HXXX Business, in each case Transfer from PPD pursuant to the Intellectual Property Matters Agreement;Section 2.2(a), effective concurrently therewith. (iic) HXXX On or before the Distribution Date, PPD shall transfer, or caused to be transferred, the Furiex Employees to Furiex. (d) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and certain of its Subsidiaries designated by HXXX after the Effective Time, Furiex shall accept, assume and agree faithfully to (or, as applicable, retain), perform, discharge and fulfill all the HXXX Liabilities fulfill, in accordance with their respective terms. HXXX and such Subsidiaries shall be responsible for , all HXXX the Furiex Liabilities, in each case, unless specified otherwise in the definition of Furiex Liabilities, regardless of (i) when or where such HXXX 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 to, on or subsequent after the date hereof. Notwithstanding the foregoing, Furiex shall not assume any Liability attributable to the Separation Datefailure of PPD or its officers, regardless of where or against whom such HXXX Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries agents or Affiliates against to perform PPD’s obligations to Furiex pursuant to this Agreement or the Ancillary Agreements. (e) If at any time (whether prior to or after the Effective Time) 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 HBIO Group Effective Time, to such Party hereto (or the HXXX 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 or misrepresentation by any member of the HBIO Group or the HXXX such Party’s Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;). (bf) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets Transfer and the assumption of the HXXX Furiex Liabilities in accordance by Furiex as set forth above, and simultaneously with Sections 2.1(a)(i) the execution and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed delivery of this Agreement (i) HBIO PPD shall execute and deliver, and shall cause its Subsidiaries Affiliates 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, Transfer and (ii) HXXX Furiex shall execute and deliverdeliver to PPD such bills of sale, and shall cause its Subsidiaries to execute and deliverstock powers, such 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 HXXX Furiex Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”Furiex. (c) In the event that at any time or from time to time (whether prior to or after any Separation Date), any Party hereto (or 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 other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person 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. (d) HXXX hereby waives compliance by each and every member of the HBIO 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 HXXX Assets to any member of the HXXX Group. (e) HBIO hereby waives compliance by each and every member of the HXXX 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 HBIO Group.

Transfer of Assets and Assumption of Liabilities. (a) On the Separation DateUnless otherwise provided in this Agreement or in any Ancillary Agreement, to the extent not previously effectuated effected prior to the date hereofEffective Date pursuant to the Restructuring Step Plan: (i) HBIO SunEdison shall, and shall cause its applicable Subsidiaries to, sell, contribute, assign, transfer, convey and deliver to HXXXSSL, or certain of HXXX’x Subsidiaries designated by HXXXthe applicable SSL Designees, and HXXX SSL or such Subsidiaries SSL Designees shall accept from HBIO SunEdison and its applicable Subsidiaries, all of HBIOSunEdison’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the HXXX AssetsSSL Assets (it being understood that if any SSL Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, including without limitation all transfers such SSL 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 Intellectual Property”, “Transferred Licenses”, (in both cases, as such terms are defined in the Intellectual Property Matters Agreement) and Technology used in the HXXX Business, in each case pursuant to the Intellectual Property Matters Agreement;Entity); and (ii) HXXX SSL and certain of its Subsidiaries designated by HXXX the applicable SSL Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX SSL Liabilities in accordance with their respective terms. HXXX SSL and such Subsidiaries SSL Designees shall be responsible for all HXXX SSL Liabilities, regardless of when or where such HXXX SSL Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Effective Date, regardless of where or against whom such HXXX SSL Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX 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, misrepresentation or misrepresentation any other cause by any member of Person in the HBIO SunEdison Group or the HXXX SSL Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;. (b) In furtherance To the extent that any SSL Asset is not transferred or assigned to, or any SSL Liability is not assumed by, a member of the assignment, transfer, conveyance and delivery SSL Group at the Effective Date or is owned or held by a member of the HXXX Assets SunEdison Group after the Effective Date, from and after the assumption Effective Date, any such SSL Asset or SSL Liability shall be held by such member of the HXXX Liabilities SunEdison Group for the use and benefit of the member of the SSL Group entitled thereto (at the expense of the member of the SSL Group entitled thereto) in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed Section 2.3(c): (i) HBIO shall execute and deliverPursuant to the Restructuring Step Plan, SunEdison shall, and shall cause its applicable Subsidiaries to execute and deliverto, such bills of saleas soon as reasonably practicable, quitclaim deedsassign, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance convey and assignment as deliver to SSL or certain of its Subsidiaries designated by SSL, and to the extent necessary to evidence the transferSSL or such Subsidiaries shall accept from SunEdison and its applicable Subsidiaries, conveyance and assignment of all of HBIOSunEdison’s and its such Subsidiaries’ (other than HXXX and its Subsidiaries) respective right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and such SSL Assets; and (ii) HXXX shall execute Pursuant to the Restructuring Step Plan, SSL and deliver, and shall cause certain of its Subsidiaries designated by SSL shall, as soon as reasonably practicable, accept, assume and agree faithfully to execute perform, discharge and deliver, fulfill all such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the HXXX SSL Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”in accordance with their respective terms. (c) In the event that at any time or from time to time (whether prior to or after any Separation Date), any Party hereto (or 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 other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person 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. (d) HXXX SSL hereby waives compliance by each and every member of the HBIO SunEdison 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 HXXX SSL Assets to any member of the HXXX SSL Group. (e) HBIO hereby waives compliance by each and every member of the HXXX 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 HBIO Group.

Transfer of Assets and Assumption of Liabilities. (a) On As of the Separation Date, to the extent not previously effectuated date hereof and with effect immediately prior to the date hereof: (i) HBIO shallEffective Time, Myriad shall and shall cause its applicable Subsidiaries tohereby does, on behalf of itself and the other members of the Myriad Group, as applicable, transfer, contribute, assign, transferdistribute, convey and deliver to HXXXconvey, or certain of HXXX’x Subsidiaries designated by HXXXcause to be transferred, contributed, assigned, distributed and HXXX or such Subsidiaries shall accept from HBIO and its applicable Subsidiariesconveyed, to MPI all of HBIOMyriad’s and such Subsidiariesthe other members’ respective direct or indirect of the Myriad Group’s right, title and interest in and to all the MPI Assets (the “Transfer”) pursuant to, and so as to qualify as a contribution to capital, under section 351 of the HXXX Assets, including without limitation all transfers Internal Revenue Code of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both cases1986, as such terms are defined in amended. (b) MPI shall and hereby does accept the Intellectual Property Matters Agreement) and Technology used in the HXXX Business, in each case Transfer from Myriad pursuant to the Intellectual Property Matters Agreement;Section 2.2(a), effective concurrently therewith. (iic) HXXX On or before the Distribution Date, Myriad shall transfer, or caused to be transferred, the MPI Employees to MPI. (d) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and certain of its Subsidiaries designated by HXXX after the Effective Time, MPI shall accept, assume and agree faithfully to (or, as applicable, retain), perform, discharge and fulfill all the HXXX Liabilities fulfill, in accordance with their respective terms. HXXX and such Subsidiaries shall be responsible for , all HXXX the MPI Liabilities, in each case, unless specified otherwise in the definition of MPI Liabilities, regardless of (i) when or where such HXXX 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 to, on or subsequent after the date hereof. Notwithstanding the foregoing, MPI shall not assume any Liability attributable to the Separation Datefailure of Myriad or its officers, regardless of where or against whom such HXXX Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries agents or Affiliates against to perform Myriad’s obligations to MPI pursuant to this Agreement or the Ancillary Agreements. (e) If at any time (whether prior to or after the Effective Time) 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 HBIO Group Effective Time, to such Party hereto (or the HXXX 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 or misrepresentation by any member of the HBIO Group or the HXXX such Party’s Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;). (bf) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets Transfer and the assumption of the HXXX MPI Liabilities in accordance by MPI as set forth above, and simultaneously with Sections 2.1(a)(i) the execution and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed delivery of this Agreement (i) HBIO Myriad shall execute and deliver, and shall cause its Subsidiaries Affiliates 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, Transfer and (ii) HXXX MPI shall execute and deliverdeliver to Myriad such bills of sale, and shall cause its Subsidiaries to execute and deliverstock powers, such 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 HXXX MPI Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”MPI. (c) In the event that at any time or from time to time (whether prior to or after any Separation Date), any Party hereto (or 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 other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person 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. (d) HXXX hereby waives compliance by each and every member of the HBIO 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 HXXX Assets to any member of the HXXX Group. (e) HBIO hereby waives compliance by each and every member of the HXXX 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 HBIO Group.

Transfer of Assets and Assumption of Liabilities. (a) On Subject to the Separation Datesatisfaction or waiver of the conditions set forth in Section 3.3, at or shortly before the Distribution Time, GAMCO will transfer, and will cause the other members of the GAMCO Group to transfer, to ACG and the extent not previously effectuated prior to other members of the date hereof: (i) HBIO shallACG Group, and shall cause its applicable Subsidiaries to, assign, transfer, convey ACG and deliver to HXXX, or certain the other members of HXXX’x Subsidiaries designated by HXXX, the ACG Group will receive and HXXX or such Subsidiaries shall accept from HBIO GAMCO and its applicable Subsidiariesthe other members of the GAMCO Group, all of HBIOGAMCO’s and such Subsidiaries’ the members of the GAMCO Group’s respective direct or indirect right, title and interest in and the ACG Group Assets. (b) Subject to all the satisfaction or waiver of the HXXX Assetsconditions set forth in Section 3.3, including without limitation all transfers at or shortly before the Distribution Time, ACG and the members of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both casesthe ACG Group, as such terms are defined in applicable, will assume, or have responsibility for, the Intellectual Property Matters Agreement) ACG Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, ACG will defend Actions that constitute ACG Group Liabilities and Technology used in GAMCO will defend Actions that constitute GAMCO Group Liabilities. From and after the HXXX BusinessDistribution Time, in each case pursuant to the Intellectual Property Matters Agreement; (ii) HXXX ACG and certain of its Subsidiaries designated by HXXX shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX Liabilities in accordance with their respective terms. HXXX and such Subsidiaries shall GAMCO will be responsible for full payment and performance of all HXXX ACG Group Liabilities and GAMCO Group Liabilities, respectively, regardless of when or where such HXXX these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Separation Datedate of this Agreement, regardless of where or against whom such HXXX these Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the HBIO Group or the HXXX Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets and the assumption of the HXXX Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed (i) HBIO 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and (ii) HXXX 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 HXXX Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”Agreement. (c) To the extent that any transfer or assumption of an Asset or a Liability required under this Section 2.2 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”): (i) GAMCO and ACG will, and will cause the members of the GAMCO Group and the ACG Group, respectively, to use commercially reasonable efforts and cooperate to effect the transfer or assumption of the Asset or the Liability as promptly as practicable following the Distribution Time; and (ii) GAMCO will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to ACG the benefit of any Delayed Transfer Asset. GAMCO will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of ACG. In each case GAMCO and ACG will act in a manner to place each Party, insofar as is reasonably possible, in the event same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at or before the Distribution Time if so contemplated in this Agreement. Except as required by applicable law, the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to this Section 2.2(c) as having been transferred to the relevant Transferee immediately before the Distribution Time. To the extent that at either Party is provided the use or benefit of any time Asset of the other Group or from time to time (whether prior to or after has any Separation DateLiability of the other Group held for its account under this Section 2.2(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by Law, perform, for the benefit of the other Party and any third Person, the obligations of the other Party thereunder or in connection therewith, or as may be directed by the other Party. (d) If after the Distribution Date any Party hereto (or any member of such the Party’s respective Group), shall receive ) receives or otherwise continues to possess any Asset (other than a Delayed Transfer Asset) that is allocated should have been transferred to any the other Person pursuant to this Agreement Party (or any other Ancillary member of the Party’s respective Group) under this Agreement, such the Party shall (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, such the Asset to the Person so entitled theretoother Party (or the member of the Party’s respective Group). Prior to Before any such transfer, transfer under this Section 2.2(d) the Person receiving or possessing such holding the Asset shall will hold such the Asset in trust for the other Person. The Parties agree to treat, for tax purposes to the extent permitted by applicable law, any Asset transferred pursuant to this Section 2.2(d) as having been transferred to the relevant Transferee immediately before the Distribution Time or at such other Person. (d) HXXX hereby waives compliance by each and every member of time as the HBIO 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 HXXX Assets to any member of the HXXX GroupParties agree. (e) HBIO hereby waives compliance by each and every member Notwithstanding the foregoing, the obligations under this Section 2.2(e) shall expire on the second anniversary of the HXXX 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 HBIO GroupDistribution Time.

Transfer of Assets and Assumption of Liabilities. (a) On At or shortly before the Separation DateDistribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, NTELOS will transfer, and will cause the other members of the NTELOS Group to transfer, to Wireline and the extent not previously effectuated prior to other members of the date hereof: (i) HBIO shallWireline Group, and shall cause its applicable Subsidiaries to, assign, transfer, convey Wireline and deliver to HXXX, or certain the other members of HXXX’x Subsidiaries designated by HXXX, the Wireline Group will receive and HXXX or such Subsidiaries shall accept from HBIO NTELOS and its applicable Subsidiariesthe other members of the NTELOS Group, all of HBIONTELOS’ and the members of the NTELOS Group’s and such Subsidiaries’ respective direct or indirect right, title and interest in and the Wireline Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to all the satisfaction or waiver of the HXXX Assetsconditions set forth in Section 3.04, including without limitation all transfers Wireline and the members of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both casesthe Wireline Group, as applicable, will assume, or have responsibility for, the Wireline Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Wireline will defend Actions that constitute Wireline Group Liabilities and NTELOS will defend Actions that constitute NTELOS Group Liabilities. From and after the Distribution Time or at such terms are defined in the Intellectual Property Matters Agreement) time as set forth on Schedule 2.02(e), Wireline and Technology used in the HXXX Business, in each case pursuant to the Intellectual Property Matters Agreement; (ii) HXXX and certain of its Subsidiaries designated by HXXX shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX Liabilities in accordance with their respective terms. HXXX and such Subsidiaries shall NTELOS will be responsible for full payment and performance of all HXXX Wireline Group Liabilities and NTELOS Group Liabilities, respectively, regardless of when or where such HXXX these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Separation Datedate of this Agreement, regardless of where or against whom such HXXX these Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the HBIO Group or the HXXX Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets and the assumption of the HXXX Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed (i) HBIO 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and (ii) HXXX 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 HXXX Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”Agreement. (c) To the extent that any transfer or assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement: (i) NTELOS and Wireline will, and will cause the members of their respective Groups to, use commercially reasonable efforts and cooperate to effect the transfer or assumption of the Asset or the Liability as promptly as practicable following the Distribution Time; and (ii) NTELOS will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to Wireline the benefit of any Delayed Transfer Asset. NTELOS will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of Wireline. In each case NTELOS and Wireline will act in a manner to place each Party, insofar as is reasonably possible, in the event that same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at any time or from time to time (whether prior to or after any Separation Datebefore the Distribution Time if so contemplated in this Agreement. Except as otherwise provided on Schedule 2.02(e), the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to Section 2.02(c) as having been transferred to the relevant transferee immediately before the Distribution Time. To the extent that either Party is provided the use or benefit of any Asset of the other Group or has any Liability of the other Group held for its account under this Section 2.02(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by Law, perform, for the benefit of the other Party and any third Person, the obligations of the other Party thereunder or in connection therewith, or as may be directed by the other Party. (d) If after the Distribution Date any Party hereto (or any member of such the Party’s respective Group), shall receive ) receives or otherwise continues to possess any Asset (other than a Delayed Transfer Asset) that is allocated should have been transferred to the other Party (or any other Person pursuant to member of the Party’s respective Group) under this Agreement or any other Ancillary Agreement, such the Party shall (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, such the Asset to the Person so entitled theretoother Party (or the member of the Party’s respective Group). Prior to Before any such transfertransfer under this Section 2.02(d), the Person receiving or possessing such holding the Asset shall will hold such the Asset in trust for the other Person. The Parties agree to treat, for tax purposes, any Asset transferred pursuant to this Section 2.02(d) as having been transferred to the relevant transferee immediately before the Distribution Time or at such other Person. (d) HXXX hereby waives compliance by each and every member of time as the HBIO 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 HXXX Assets to any member of the HXXX GroupParties agree. (e) HBIO hereby waives compliance The transactions contemplated by each the Internal Transactions, the Separation and every member the Distribution will be accomplished in the order set forth on Schedule 2.02(e). (f) Notwithstanding the foregoing, the obligations under this Section 2.02(c) shall expire on the second anniversary of the HXXX 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 HBIO GroupDistribution Time.

Transfer of Assets and Assumption of Liabilities. (a) On Subject to the Separation Datesatisfaction or waiver of the conditions set forth in Section 3.3, at or shortly before the Distribution Time, GAMCO will transfer, and will cause the other members of the GAMCO Group to transfer, to ACG and the extent not previously effectuated prior to other members of the date hereof: (i) HBIO shallACG Group, and shall cause its applicable Subsidiaries to, assign, transfer, convey ACG and deliver to HXXX, or certain the other members of HXXX’x Subsidiaries designated by HXXX, the ACG Group will receive and HXXX or such Subsidiaries shall accept from HBIO GAMCO and its applicable Subsidiariesthe other members of the GAMCO Group, all of HBIOGAMCO’s and such Subsidiaries’ the members of the GAMCO Group’s respective direct or indirect right, title and interest in and the ACG Group Assets. (b) Subject to all the satisfaction or waiver of the HXXX Assetsconditions set forth in Section 3.3, including without limitation all transfers at or shortly before the Distribution Time, ACG and the members of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both casesthe ACG Group, as such terms are defined in applicable, will assume, or have responsibility for, the Intellectual Property Matters Agreement) ACG Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, ACG will defend Actions that constitute ACG Group Liabilities and Technology used in GAMCO will defend Actions that constitute GAMCO Group Liabilities. From and after the HXXX BusinessDistribution Time, in each case pursuant to the Intellectual Property Matters Agreement; (ii) HXXX ACG and certain of its Subsidiaries designated by HXXX shall accept, assume and agree faithfully to perform, discharge and fulfill all the HXXX Liabilities in accordance with their respective terms. HXXX and such Subsidiaries shall GAMCO will be responsible for full payment and performance of all HXXX ACG Group Liabilities and GAMCO Group Liabilities, respectively, regardless of when or where such HXXX these Liabilities arose or arise, or whether the facts on which they are based occurred prior to before, on or subsequent to after the Separation Datedate of this Agreement, regardless of where or against whom such HXXX these Liabilities are asserted or determined (including any HXXX Liabilities arising out of claims made by HBIO’s or HXXX’x respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the HXXX Group) or whether asserted or determined prior to before, on or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the HBIO Group or the HXXX Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the HXXX Assets and the assumption of the HXXX Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on the date that such HXXX Assets are assigned, transferred, conveyed or delivered or such HXXX Liabilities are assumed (i) HBIO 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 HBIO’s and its Subsidiaries’ (other than HXXX and its Subsidiaries) right, title and interest in and to the HXXX Assets to HXXX and its Subsidiaries, and (ii) HXXX 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 HXXX Liabilities by HXXX and its Subsidiaries. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”Agreement. (c) To the extent that any transfer or assumption of an Asset or a Liability required under this Section 2.2 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”): (i) GAMCO and ACG will, and will cause the members of the GAMCO Group and the ACG Group, respectively, to use commercially reasonable efforts and cooperate to effect the transfer or assumption of the Asset or the Liability as promptly as practicable following the Distribution Time; and (ii) GAMCO will, with respect to any Delayed Transfer Asset, use commercially reasonable efforts to make available to ACG the benefit of any Delayed Transfer Asset. GAMCO will, with respect to any Delayed Transfer Liability, retain the Delayed Transfer Liability for the account of ACG. In each case GAMCO and ACG will act in a manner to place each Party, insofar as is reasonably possible, in the event same position as would have existed had the Delayed Transfer Asset or Delayed Transfer Liability been transferred or assumed at or before the Distribution Time if so contemplated in this Agreement. Except as required by applicable law, the Parties will treat, for tax purposes, any Asset or Liability transferred pursuant to this Section 2.2(c) as having been transferred to the relevant Transferee immediately before the Distribution Time. To the extent that at either Party is provided the use or benefit of any time Asset of the other Group or from time to time (whether prior to or after has any Separation DateLiability of the other Group held for its account under this Section 2.2(c), the Party receiving the benefit of the Asset or on whose behalf the Liability is held will, to the extent permitted by Law, perform, for the benefit of the other Party and any third Person, the obligations of the other Party thereunder or in connection therewith, or as may be directed by the other Party. (d) If after the Distribution Date any Party hereto (or any member of such the Party’s respective Group), shall receive ) receives or otherwise continues to possess any Asset (other than a Delayed Transfer Asset) that is allocated should have been transferred to any the other Person pursuant to this Agreement Party (or any other Ancillary member of the Party’s respective Group) under this Agreement, such the Party shall (or the member of the Party’s respective Group) will promptly transfer, or cause to be transferred, such the Asset to the Person so entitled theretoother Party (or the member of the Party’s respective Group). Prior to Before any such transfer, transfer under this Section 2.2(d) the Person receiving or possessing such holding the Asset shall will hold such the Asset in trust for the other Person. The Parties agree to treat, for tax purposes to the extent permitted by applicable law, any Asset transferred pursuant to this Section 2.2(d) as having been transferred to the relevant Transferee immediately before the Distribution Time or at such other Person. (d) HXXX hereby waives compliance by each and every member of time as the HBIO 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 HXXX Assets to any member of the HXXX GroupParties agree. (e) HBIO hereby waives compliance by each and every member Notwithstanding the foregoing, the obligations under this Section 2.2 shall expire on the second anniversary of the HXXX 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 HBIO GroupDistribution Time.