Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. At or prior to the Distribution (it being understood that some of such Transfers may occur following the Separation Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance and Assumption Instruments and in connection with the Contribution: (i) Air Products shall, or shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products Retained Assets and (B) Versum and/or the respective Versum Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Assets, and the applicable Air Products Asset Transferees and Versum Asset Transferees shall accept from Air Products and the applicable members of the Air Products Group, all of Air Products’ and the other members’ of the Air Products Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests. (ii) Any costs and expenses incurred after the Separation Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5. Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

Transfer of Assets. At or prior to the Distribution Time (it being understood that some of such Transfers may occur following the Separation Distribution Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products Ligand shall, or and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products Retained Assets and (B) Versum OmniAb and/or the respective Versum OmniAb Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum OmniAb Assets, and the applicable Air Products Asset Transferees and Versum OmniAb Asset Transferees shall accept from Air Products Ligand and the applicable members of the Air Products Group, Ligand Group all of Air Products’ Ligand’s and the other members’ members of the Air Products Ligand Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests, that are included in the OmniAb Assets. (ii) Any costs and expenses incurred after the Separation Distribution Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5in Section 9.5. Other than costs and expenses incurred in accordance with the foregoingforegoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b). For the avoidance of doubt any OmniAb Assets already held by OmniAb prior to the Internal Reorganization shall not need to be Transferred and shall remain with OmniAb prior to and following the Distribution Time.

Transfer of Assets. At or prior to the Distribution Effective Time (it being understood that some of such Transfers may occur following the Separation Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products Veralto and Xxxxxxx shall, or and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to ): (A) to the respective Air Products Xxxxxxx Asset Transferees, and such Xxxxxxx Asset Transferees shall accept from such applicable Asset Transferors, all of the such applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products applicable Xxxxxxx Retained Assets Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Xxxxxxx Retained Assets; and (B) Versum to Veralto and/or the respective Versum Veralto Asset Transferees, and Veralto and/or such Veralto Asset Transferees shall accept from such applicable Asset Transferors, all of its and the such applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Assets, and the applicable Air Products Asset Transferees and Versum Asset Transferees shall accept from Air Products and the applicable members of the Air Products Group, all of Air Products’ and the other members’ of the Air Products Group’s respective direct or indirect rights, title and interest in and to the applicable Veralto Assets, including all of the outstanding shares of capital stock or other ownership interestsinterests that are included in the Veralto Assets. (ii) Any costs and expenses incurred after the Separation Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5in Section 9.5(b) and (c). Other than costs and expenses incurred in accordance with the foregoingforegoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6).

Transfer of Assets. At or prior to the Distribution (it being understood that some of such Transfers may occur following the Separation Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products DuPont shall, or and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products DuPont Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products DuPont Retained Assets and (B) Versum Chemours and/or the respective Versum Chemours Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Chemours Assets, and the applicable Air Products DuPont Asset Transferees and Versum Chemours Asset Transferees shall accept from Air Products DuPont and the applicable members of the Air Products DuPont Group, all of Air Products’ DuPont’s and the other members’ of the Air Products DuPont Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests. (ii) Any costs and expenses incurred after the Separation Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.510.5(a). Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

Transfer of Assets. At or prior to the Distribution Effective Time (it being understood that some of such Transfers may occur following the Separation Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products Xxxxxxx shall, or and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Xxxxxxx Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products Xxxxxxx Retained Assets and (B) Versum Fortive and/or the respective Versum Fortive Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Fortive Assets, and the applicable Air Products Xxxxxxx Asset Transferees and Versum Fortive Asset Transferees shall accept from Air Products Xxxxxxx and the applicable members of the Air Products Xxxxxxx Group, all of Air Products’ Xxxxxxx’x and the other members’ of the Air Products Xxxxxxx Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests. (ii) Any costs and expenses incurred after the Separation Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5Section 10.5(b). Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

Transfer of Assets. At or prior to the Distribution Effective Time (it being understood that some of such Transfers may occur following the Separation Effective Time in accordance with Section 2.2(a) and Section 2.6), subject to Section 2.6 and pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products Vontier and Fortive shall, or and shall cause the applicable other Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Fortive Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products applicable Fortive Retained Assets and (B) Versum and/or the respective Versum Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Assets, and the applicable Air Products Asset Transferees and Versum Asset Transferees shall accept from Air Products and the applicable members of the Air Products Group, all of Air Products’ and the other members’ of the Air Products Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interestsinterests that are included in the Fortive Retained Assets, and the applicable Fortive Asset Transferees shall accept from such applicable Asset Transferors such applicable Asset Transferors’ respective direct or indirect right, title and interest in and to the applicable Fortive Retained Assets, and (B) Vontier and/or the respective Vontier Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the applicable Vontier Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Vontier Assets, and the applicable Vontier Asset Transferees shall accept from such applicable Asset Transferors such applicable Asset Transferors’ respective direct or indirect right, title and interest in and to the applicable Vontier Assets. (ii) Any costs and expenses incurred after the Separation Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5in Section 9.5(b) and (c). Other than costs and expenses incurred in accordance with the foregoingforegoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

Transfer of Assets. At or prior to the Distribution (it being understood that some of such Transfers may occur following the Separation Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyance and Assumption Instruments and in connection with the Contribution: (i) Air Products shall, or shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products Retained Assets and (B) Versum and/or the respective Versum Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Assets, and the applicable Air Products Asset Transferees and Versum Asset Transferees shall accept from Air Products and the applicable members of the Air Products Group, all of Air Products’ and the other members’ of the Air Products Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests. (ii) Any costs and expenses incurred after the Separation Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.510.5(a). Other than costs and expenses incurred in accordance with the foregoing, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

Transfer of Assets. At or prior to the Distribution Effective Time (it being understood that some of such Transfers may occur following the Separation Effective Time in accordance with Section 2.2(a) and Section 2.6), subject to Section 2.6 and pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products Vontier and Fortive shall, or and shall cause the applicable other Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Fortive Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products applicable Fortive Retained Assets and (B) Versum and/or the respective Versum Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum Assets, and the applicable Air Products Asset Transferees and Versum Asset Transferees shall accept from Air Products and the applicable members of the Air Products Group, all of Air Products’ and the other members’ of the Air Products Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interestsinterests that are included in the Fortive Retained Assets, and the applicable Fortive Asset Transferees shall accept from such applicable Asset Transferors such applicable Asset Transferors’ respective direct or indirect right, title and interest in and to the applicable Fortive Retained Assets, and (B) Vontier and/or the respective Vontier Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the applicable Vontier Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Vontier Assets, and the applicable Vontier Asset Transferees shall accept from such applicable Asset Transferors such applicable Asset Transferors’ respective direct or indirect right, title and interest in and to the applicable Vontier Assets. (ii) Any costs and expenses incurred after the Separation Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Schedule 10.5in Section 10.5(b). Other than costs and expenses incurred in accordance with the foregoingforegoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

Transfer of Assets. At or prior to the Distribution Time (it being understood that some of such Transfers may occur following the Separation Distribution Time in accordance with Section 2.2(a) and Section 2.62.5), pursuant to the Conveyance Conveyancing and Assumption Instruments and in connection with the Contribution: (i) Air Products the Company shall, or and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Air Products Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Air Products Retained Assets and (B) Versum SpinCo and/or the respective Versum SpinCo Asset Transferees, all of its and the applicable Asset Transferors’ direct or indirect right, title and interest in and to the Versum SpinCo Assets, and the applicable Air Products Asset Transferees and Versum SpinCo Asset Transferees shall accept from Air Products the Company and the applicable members of the Air Products Group, Company Group all of Air Products’ the Company’s and the other members’ members of the Air Products Company Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests. (ii) Any costs and expenses incurred after the Separation Distribution Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.62.5) shall be paid by the Parties as set forth on Schedule 10.5in Section 9.5. Other than costs and expenses incurred in accordance with the foregoingforegoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).