Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:
(i) GGP shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Spinco or certain of Spinco’s Subsidiaries designated by Spinco, and Spinco or such Subsidiaries shall accept from GGP and its applicable Subsidiaries, all of GGP’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all Spinco Assets existing immediately prior to the Distribution in accordance with Schedule 2.1(a);
(ii) Spinco and certain of its Subsidiaries designated by Spinco shall accept, assume and agree faithfully to perform, discharge and fulfill all the Spinco Liabilities in accordance with their respective terms. Spinco and such Subsidiaries shall be responsible for all Spinco Liabilities, regardless of when or where such Spinco Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Plan Effective Date, regardless of where or against whom such Spinco Liabilities are asserted or determined (including any Spinco Liabilities arising out of claims made by GGP’s or Spinco’s respective directors, officers, employees, agents or Subsidiaries against any member of the GGP Group or the Spinco Group) or whether asserted or determined prior to the date hereof, and, except as set forth in Section 2.3(b)(iii), regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the GGP Group or the Spinco Group, or any of their respective directors, officers, employees, agents or Subsidiaries;
(iii) GGP shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries designated by GGP, and such other Subsidiaries shall accept from such applicable Subsidiaries, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by GGP to be so assigned, transferred, conveyed and delivered, all as more fully set forth in the Spinoff Plan; and
(iv) GGP shall and shall cause GGP LP, as a Subsidiary of GGP, to accept and assume as designated by GGP, and agree faithfully to perform, discharge and fulfi...
Transfer of Assets Assumption of Liabilities. (a) Subject to Section 2.03, as of the Distribution Time, (i) the right, title and interest in all HippoRx Assets will be owned by the HippoRx Entities and (ii) all HippoRx Liabilities will be the obligation of the HippoRx Entities. Prior to the Distribution Time, subject to Section 2.03, Hippo and the HippoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, assignments, deeds, stock powers, certificates of title and instruments of assumption) to cause (i) the HippoRx Entities to own all of the HippoRx Assets and (ii) the HippoRx Entities to assume and be subject to all of the HippoRx Liabilities.
(b) Subject to Section 2.03, as of the Distribution Time, (i) the right, title and interest in all Non-HippoRx Assets will be owned and retained by Hippo or its Subsidiaries (other than the HippoRx Entities) and (ii) all Non-HippoRx Liabilities will be the obligation of Hippo or its Subsidiaries (other than the HippoRx Entities). Prior to the Distribution Time, subject to Section 2.03, Hippo and the HippoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, stock powers, certificates of title and instruments of assumption) to cause (i) Hippo or its Subsidiaries (other than the HippoRx Entities) to own all of the Non-HippoRx Assets and (ii) Hippo or its Subsidiaries (other than the HippoRx Entities) to assume and be subject to all of the Non-HippoRx Liabilities.
(c) In the event that at any time or from time to time (whether prior to or after the Closing Date) Hippo or HippoRx (or any of their respective Subsidiaries) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement, subject to Section 2.03, 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.
Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution, WHI, Windstream and CS&L shall complete the Internal Reorganization and the Reorganization in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”). As part of the Plan of Reorganization, and without limiting the other steps set forth in the Plan of Reorganization:
(i) Windstream and CS&L shall or shall cause their Subsidiaries to execute the Assignment Agreements, pursuant to the terms of which, in the aggregate, Windstream and its Subsidiaries shall transfer, convey and deliver to CS&L and its Subsidiaries, and CS&L and its Subsidiaries shall accept from Windstream, the Assigned Assets (but not the Excluded Assets) and CS&L and its Subsidiaries shall accept, assume and agree faithfully to perform, discharge and fulfill all the Assumed Liabilities (but not the Excluded Liabilities) in accordance with their respective terms. From and after the execution of the Assignment Agreements, CS&L and its Subsidiaries shall be responsible for all Assumed Liabilities, regardless of when or where such Assumed Liabilities arose or arise or against whom such Assumed Liabilities are asserted, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the WHI Group or the CS&L Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; and
(ii) Contemporaneously with the execution of the Assignment Agreements, CS&L shall issue to Windstream the CS&L Common Stock and transfer, directly or indirectly, to Windstream the Cash Payment and those certain debt securities and loans to be issued by CS&L as part of the Financing Arrangements.
(b) In furtherance of the assignment, transfer, conveyance and delivery of the Assigned Assets and the assumption of the Assumed Liabilities in accordance with Section 2.1(a)(i) and the issuance by CS&L to Windstream of the CS&L Common Stock and the transfer by CS&L to Windstream of the Cash Payment and debt securities and loans in accordance with Section 2.1(a)(ii), on the date that such Assignment Agreements are signed (i) Windstream shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such additional bills of sale, quitclaim deeds, stock or equity powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and a...
Transfer of Assets Assumption of Liabilities. (a) The Parties intend that, upon consummation of the Share Exchange, (i) one or more members of the Construction Group, and not any member of the Diversified Group, will hold all right, title and interest in and to all Construction Assets, and that one or more members of the Construction Group, and not any member of the Diversified Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Diversified Group, and not any member of the Construction Group, will hold all right, title and interest in and to all Diversified Assets, and one or more members of the Diversified Group, and not any member of the Construction Group, will have the sole liability for all Diversified Group Liabilities.
(b) Prior to the Exchange Date, each Party will take any action, and will cause their Subsidiaries to take any action, requested by any member of the other Group entitled under Section 5.02
(a) to obtain an Asset or to be relieved of a Liability, reasonably necessary to transfer any such Asset or to assume any such Liability. If any such transfer or assumption of Assets or Liabilities is not consummated on or before the Exchange Date, the Party retaining such Asset or Liability will hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), or will retain such Liability for the account of the Party by whom such Liability is to be assumed pursuant hereto, as the case may be, and will take such other action as may be reasonably requested by the Party to whom such Asset is to be transferred (including licensing, contracting and leasing arrangements), or by whom such Liability is to be assumed, in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred as contemplated hereby. If and when any such Asset or Liability becomes transferable, such transfer will be effected as promptly as possible.
(c) Notwithstanding any other provision of this Agreement, this Agreement will not constitute an agreement to transfer any Asset or assume any Liability if an assignment of the Asset or the assumption of the Liability violates any law, rule or regulation or constitutes a breach of any agreement relating to such Asset or Liability.
Transfer of Assets Assumption of Liabilities. (a) Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement:
(i) Ironwood hereby contributes, assigns, transfers, conveys and delivers (“Transfers”) to Cyclerion, and Cyclerion hereby accepts from Ironwood, all of Ironwood’s direct or indirect right, title and interest in and to all Cyclerion Assets held by Ironwood or a member of the Ironwood Group; and
(ii) Cyclerion hereby Transfers to Ironwood, and Ironwood hereby accepts from Cyclerion, all of Cyclerion’s direct or indirect right, title and interest in and to all Ironwood Retained Assets held by Cyclerion or a member of the Cyclerion Group.
Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution Date, the parties hereto shall cooperate in taking all action necessary to convey, assign and transfer to Energizer or its Affiliates, effective no later than the Distribution Date, all of the right, title and interest in the Energizer Assets held by any member of the Xxxxxxx Group, and to convey, assign and transfer to Xxxxxxx or its Affiliates all of the right, title and interest in the Xxxxxxx Assets held by any member of the Energizer Group. Effective as of the Distribution Date, Energizer and its Affiliates shall become the beneficial owners of all of the Energizer Assets, and Xxxxxxx and its Affiliates shall remain the beneficial owners of all of the Xxxxxxx Assets. The parties acknowledge that formal actions to effect fully the legal transfers of such Assets may not be completed by the Distribution Date, but that the entire beneficial title and interest in and to each Asset shall pass to Energizer or remain with Xxxxxxx, as the case may be, as of the Distribution Date. The parties shall take such action as is necessary in their reasonable discretion, whether before or after the Distribution Date, to complete the transfer of the Energizer Assets to the Energizer Group and the Xxxxxxx Assets to the Xxxxxxx Group, as the case may be, and each party shall cooperate fully with the other in such regard. Xxxxxxx and Energizer shall cooperate in estimating the appropriate amount of Cash to be transferred to or from members of the Energizer Group on or before March 31, 2000 to cause the Energizer Group to hold, as of the close of business on March 31, 2000, Cash in such an amount that would cause the Indebtedness of the Energizer Group, at the close of business on such date, to equal US$586.8 million, net of such Cash. The parties shall use reasonable efforts to cause the transfer of Cash to or from Energizer to effect this provision.
(b) As of the Distribution Date, Energizer and Xxxxxxx and, as appropriate, other members of their respective Groups, shall assume or retain all of the Liabilities, with respect to Energizer, of the Battery Business and Former Battery Businesses and, with respect to Xxxxxxx, of the Xxxxxxx Business and Former Xxxxxxx Businesses, of whatsoever type or nature, arising exclusively out of or associated exclusively with the ownership of the Assets of such Businesses or Former Businesses or the operation of such Businesses or Former Businesses prior to the Distribution, whether such Liabilities become kn...
Transfer of Assets Assumption of Liabilities. The Parties hereby agree that if, as a result of this Agreement, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability that is allocated to any other Person pursuant to the Separation and Distribution Agreement, this Agreement or any other Transfer Agreement, such Party shall, as applicable, promptly transfer or accept, or cause to be transferred or accepted, such Asset or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any other such Person.
Transfer of Assets Assumption of Liabilities. On or prior to the Effective Date, in order to effect the Restructuring Transactions and in accordance with the Bankruptcy Plan: (i) OpCo shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to REIT and/or certain Persons designated by REIT who are or will become members of the REIT Group, and REIT or such Persons shall accept from OpCo and its applicable Subsidiaries, all of OpCo’s and/or such Subsidiaries’ respective right, title and interest in and to all REIT Assets other than Excluded Assets; and (ii) subject to Section 2.5(c), REIT and/or certain Persons designated by REIT who are or will become members of the REIT Group shall accept, assume and agree to perform, discharge and fulfill all the REIT Liabilities in accordance with their respective terms.
Transfer of Assets Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement:
(i) bluebird shall, and shall cause its Subsidiaries to, contribute, assign, transfer, convey and deliver (“Transfer”) to 2seventy or its designee, and 2seventy or its designee shall assume and accept from bluebird and its Subsidiaries, all of their direct or indirect right, title and interest in, to and under all 2seventy Assets; and
(ii) 2seventy shall Transfer to bluebird, and bluebird shall assume and accept from 2seventy, all of 2seventy’s direct or indirect right, title and interest in, to and under all bluebird Retained Assets held by 2seventy or a member of the 2seventy Group.
(iii) Without limiting the obligations of either Party under Article VI, effective at and from and after the Distribution Effective Time, (i) bluebird hereby accepts, assumes (or, as applicable, retains) and shall perform, discharge and fulfill, in accordance with their respective terms (“Assume”; and “Assumption” shall have the correlative meaning), all of the bluebird Retained Liabilities and (ii) 2seventy hereby Assumes all of the 2seventy Liabilities, in each case regardless of (A) when or where such Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) whether such Liabilities arise from or are alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the bluebird Group or the 2seventy Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (D) which entity is named in any action associated with any Liability and
Transfer of Assets Assumption of Liabilities. Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:
