Common use of Transfer of Assets Clause in Contracts

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on or prior to the Relevant Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof and prior to the applicable Relevant Time): (i) RRD shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”) to (A) LSC, or another member of the LSC Group, all of its and its Subsidiaries’ right, title and interest in and to the LSC Assets and (B) Donnelley Financial, or another member of the Donnelley Financial Group, all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Assets; (ii) LSC shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) Donnelley Financial, or another member of the Donnelley Financial Group, all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Assets; and (iii) Donnelley Financial shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) LSC, or another member of the LSC Group, all of its and its Subsidiaries’ right, title and interest in and to the LSC Assets.

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on On or prior to the Relevant Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof Effective Time and prior to the applicable Relevant Time): (i) RRD Tyco shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”) to (A) LSC, Healthcare or another member of the LSC Group, Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Healthcare Assets and (B) Donnelley Financial, Electronics or another member of the Donnelley Financial Group, Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Electronics Assets; (ii) LSC Healthcare shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, Tyco or another member of the RRD Group, Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Tyco Retained Assets, and (B) Donnelley Financial, Electronics or another member of the Donnelley Financial Group, Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Electronics Assets; and (iii) Donnelley Financial Electronics shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, Tyco or another member of the RRD Group, Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Tyco Retained Assets, and (B) LSC, Healthcare or another member of the LSC Group, Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Healthcare Assets. (b) [Reserved]

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on At or prior to the Relevant Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof and prior to the applicable Relevant Time):completed: (i) RRD shallDover shall and hereby does, on behalf of itself and its Subsidiariesthe other members of the Dover Group, as applicable, transfer, contribute, assign assign, distribute, and convey convey, or cause to be transferred, contributed, assigned assigned, distributed and conveyed (“Transfer”) ), to (A) LSC, Xxxxxxx or another member of the LSC Xxxxxxx Group, and Xxxxxxx or such member of the Xxxxxxx Group shall and hereby does accept from Dover and the applicable members of the Dover Group, all of its Dover’s and its Subsidiariesthe other members’ rightof the Dover Group’s respective direct or indirect rights, title and interest in and to the LSC Assets and Xxxxxxx Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a)(i) (Bthe “Transferred Entities”) Donnelley Financial(it being understood that if any Xxxxxxx Asset shall be held by a Subsidiary of a Transferred Entity, such Xxxxxxx Asset may be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Transferred Entity to Xxxxxxx or another member of the Donnelley Financial Xxxxxxx Group); and (ii) Xxxxxxx shall and hereby does, on behalf of itself and the other members of the Xxxxxxx Group, as applicable, Transfer to Dover or another member of the Dover Group, and Dover or such member of the Dover Group shall and hereby does accept from Xxxxxxx and the applicable members of the Xxxxxxx Group, all of its Xxxxxxx’ and its Subsidiariesthe other members’ rightof the Xxxxxxx Group’s respective direct or indirect rights, title and interest in and to the Donnelley Financial Assets;Dover Assets held by Xxxxxxx or a member of the Xxxxxxx Group. (iib) LSC shallUnless otherwise agreed to by the Parties, on behalf each of itself Dover and its SubsidiariesXxxxxxx, as applicable, Transfer shall be entitled to (Adesignate the Business Entity within such Party’s respective Group to which any Assets are to be transferred pursuant to Section 2.2(a) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) Donnelley Financial, or another member of the Donnelley Financial Group, all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Assets; and (iii) Donnelley Financial shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) LSC, or another member of the LSC Group, all of its and its Subsidiaries’ right, title and interest in and to the LSC AssetsSection 2.7.

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on At or prior to the Relevant Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof and prior to the applicable Relevant TimeEffective Time in accordance with Section 2.7): (i) RRD Dover shall, and hereby does, on behalf of itself and its Subsidiariesthe other members of the Dover Group, as applicable, transfer, contribute, assign and assign, distribute, convey and/or deliver or cause to be transferred, contributed, assigned and assigned, distributed, conveyed and/or delivered (“Transfer”) ), to (A) LSC, Apergy or another member of the LSC Apergy Group, and Apergy or such other member of the Apergy Group shall and hereby does accept from Dover and the applicable members of the Dover Group, all of its Dover’s and its Subsidiaries’ the other members of the Dover Group’s respective direct or indirect right, title and interest in and to the LSC Assets and Apergy Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a)(i) (Bthe “Transferred Entities”) Donnelley Financial(it being understood that if any Apergy Asset shall be held by a Subsidiary of a Transferred Entity, such Apergy Asset may be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Transferred Entity to Apergy or another member of the Donnelley Financial Apergy Group); and (ii) Apergy shall and hereby does, on behalf of itself and the other members of the Apergy Group, as applicable, Transfer to Dover or another member of the Dover Group, and Dover or such other member of the Dover Group shall and hereby does accept from Apergy and the applicable members of the Apergy Group, all of its Apergy’s and its Subsidiaries’ the other members of the Apergy Group’s respective direct or indirect right, title and interest in and to the Donnelley Financial Assets;Dover Assets held by Apergy or a member of the Apergy Group. (iib) LSC shallUnless otherwise agreed to by the Parties, on behalf each of itself Dover and its SubsidiariesApergy, as applicable, Transfer shall be entitled to (Adesignate the Business Entity within such Party’s respective Group to which any Assets are to be transferred pursuant to Section 2.2(a) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) Donnelley Financial, or another member of the Donnelley Financial Group, all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Assets; and (iii) Donnelley Financial shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, or another member of the RRD Group, all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Assets, and (B) LSC, or another member of the LSC Group, all of its and its Subsidiaries’ right, title and interest in and to the LSC AssetsSection 2.7.

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on On or prior to the Relevant Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof Effective Time and prior to the applicable Relevant Time): (i) RRD Tyco shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”) to (Ai) LSC, Healthcare or another member of the LSC Group, Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Healthcare Assets and (Bii) Donnelley Financial, Electronics or another member of the Donnelley Financial Group, Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Electronics Assets; (ii) LSC Healthcare shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (Ai) RRD, Tyco or another member of the RRD Group, Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Tyco Retained Assets, and (Bii) Donnelley Financial, Electronics or another member of the Donnelley Financial Group, Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Electronics Assets; and (iii) Donnelley Financial Electronics shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (Ai) RRD, Tyco or another member of the RRD Group, Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Tyco Retained Assets, and (Bii) LSC, Healthcare or another member of the LSC Group, Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Healthcare Assets. (b) [Reserved]

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on On or prior to the Relevant Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof Effective Time and prior to the applicable Relevant Time):Time in accordance with Section 2.7), pursuant to the Conveyancing and Assumption Instruments: (i) RRD Temple-Inland shall, on behalf of itself and its Subsidiariesthe other members of the Temple-Inland Group, as applicable, transfer, contribute, assign assign, distribute, and convey or cause to be transferred, contributed, assigned assigned, distributed, and conveyed (“Transfer”) to (A) LSC, Forestar or another member of the LSC Group, Forestar Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Assets Real Estate Assets, and (B) Donnelley Financial, Guaranty or another member of the Donnelley Financial Group, Guaranty Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Services Assets; (ii) LSC Forestar shall, on behalf of itself and its Subsidiariesthe other members of the Forestar Group, as applicable, Transfer to (A) RRD, Temple-Inland or another member of the RRD Group, Temple-Inland Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Business Assets, and (B) Donnelley Financial, Guaranty or another member of the Donnelley Financial Group, Guaranty Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Services Assets; and (iii) Donnelley Financial Guaranty shall, on behalf of itself and its Subsidiariesthe other members of the Guaranty Group, as applicable, Transfer to (A) RRD, Temple-Inland or another member of the RRD Group, Temple-Inland Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Retained Business Assets, and (B) LSC, Forestar or another member of the LSC Group, Forestar Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Real Estate Assets. (b) Unless otherwise agreed to by the Parties, each of Temple-Inland, Forestar and Guaranty, as applicable, shall be entitled to designate the Business Entity within such Party’s respective Group to which any Assets are to be Transferred pursuant to this Section 2.2 or Section 2.7. (c) The Parties shall cooperate and use their commercially reasonable efforts to obtain any required Consents or Governmental Approvals to Transfer any Assets, Contracts, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement.

Transfer of Assets. (a) Subject to the terms and conditions of this Agreement, including those set forth in Section 12.2, on On or prior to the Relevant Effective Time and to the extent not already completed (and it being understood that some of such Transfers may occur following the date hereof and prior Effective Time in accordance with Section 2.6), pursuant to the applicable Relevant Time):Conveyancing and Assignment Documents: (i) RRD Tyco shall, on behalf of itself and its Subsidiaries, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“Transfer”) to (A) LSC, Healthcare or another member of the LSC Group, Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Healthcare Assets and (B) Donnelley Financial, Electronics or another member of the Donnelley Financial Group, Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Electronics Assets; (ii) LSC Healthcare shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, Tyco or another member of the RRD Group, Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Tyco Retained Assets, and (B) Donnelley Financial, Electronics or another member of the Donnelley Financial Group, Electronics Group all of its and its Subsidiaries’ right, title and interest in and to the Donnelley Financial Electronics Assets; and (iii) Donnelley Financial Electronics shall, on behalf of itself and its Subsidiaries, as applicable, Transfer to (A) RRD, Tyco or another member of the RRD Group, Tyco Group all of its and its Subsidiaries’ right, title and interest in and to the RRD Tyco Retained Assets, and (B) LSC, Healthcare or another member of the LSC Group, Healthcare Group all of its and its Subsidiaries’ right, title and interest in and to the LSC Healthcare Assets. (b) [Reserved]