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

Transfer of Excluded Assets and Assumption of Excluded Liabilities. In furtherance of the Conveyance of Excluded Assets and assumption of Excluded Liabilities provided in Section 1.04, on the Business Transfer Date, (a) SplitCo will execute and deliver, and will cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts and other instruments of Conveyance (in each case to the extent applicable and in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Assets are located), as necessary, to evidence the Conveyance of all of SplitCo’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Parent and the other members of the Parent Group (it being understood that no such xxxx of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require SplitCo or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, in which case the Parties will enter into such supplemental agreements or arrangements as are effective to preserve the allocation of economic benefits and burdens contemplated by this Agreement) and (b) Parent will execute and deliver such assumptions of Excluded Liabilities and other instruments of assumption (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Liabilities are located) as and to the extent reasonably necessary to evidence the valid and effective assumption of the Excluded Liabilities by Parent or the applicable member of the Parent Group. All of the foregoing documents contemplated by this Section 1.11 will be referred to collectively herein as the “Galleria Transfer Documents” and, together with the Parent Transfer Documents, the “Transfer Documents.”

Transfer of Excluded Assets and Assumption of Excluded Liabilities. In furtherance of the Conveyance of Excluded Assets and assumption of Excluded Liabilities provided in Section 1.04Sections 1.02(c) and (d), on or prior to the Business Transfer DateTime, (a) SplitCo SpinCo will execute have executed and deliverdelivered, and will cause have caused its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts and other instruments of Conveyance (in each case to the extent applicable and in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Assets are located), as necessary, to evidence the Conveyance of all of SplitCoSpinCo’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Parent ConAgra and the other members of the Parent ConAgra Group (it being understood that no such xxxx of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require SplitCo SpinCo or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, in which case the Parties will enter into such supplemental agreements or arrangements as are effective to preserve the allocation of economic benefits and burdens contemplated by this Agreement) and (b) Parent ConAgra will execute have executed and deliver delivered such assumptions of Excluded Liabilities and other instruments of assumption (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Liabilities are located) as and to the extent reasonably necessary to evidence the valid and effective assumption of the Excluded Liabilities by Parent ConAgra or the applicable member of the Parent ConAgra Group. All of the foregoing documents contemplated by this Section 1.11 1.10 will be referred to collectively herein as the “Galleria LW Transfer Documents” and, together with the Parent ConAgra Transfer Documents, the “Transfer Documents.”

Transfer of Excluded Assets and Assumption of Excluded Liabilities. In furtherance of the Conveyance of Excluded Assets and assumption of Excluded Liabilities provided in Section 1.04, on at or prior to the Business Transfer DateSpin-Off Effective Time, (a) SplitCo will execute and deliverSpinCo will, and or will cause its Subsidiaries to to, execute and deliver, deliver such bills of sale, stock powers, certificates of title, deeds, assignments of Contracts and other instruments of Conveyance (in each case to the extent applicable and in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Assets are located), ) as necessary, necessary to evidence the Conveyance of all of SplitCoSpinCo’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Parent Citadel and the other members of the Parent Citadel Group (it being understood that no such xxxx of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require SplitCo SpinCo or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, in which case the Parties will enter into such supplemental agreements or arrangements as are effective to preserve the allocation of economic benefits and burdens contemplated by this Agreement) and (b) Parent Citadel will execute and deliver such assumptions of Excluded Liabilities and other instruments of assumption (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Liabilities are located) as and to the extent reasonably necessary to evidence the valid and effective assumption of the Excluded Liabilities by Parent Citadel or the applicable member of the Parent Citadel Group. All of the foregoing documents contemplated by this Section 1.11 1.12 will be referred to collectively herein as the “Galleria SpinCo Transfer Documents” and, together with the Parent Citadel Transfer Documents, the “Transfer Documents.”