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

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.