Transfer of Excluded Assets; Assumption of Excluded Liabilities Sample Clauses

Transfer of Excluded Assets; Assumption of Excluded Liabilities. In furtherance of the Conveyance of Excluded Assets and the assumption of Excluded Liabilities provided in Section 1.3: (a) Fuels will execute and deliver, and will cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, assignments of Contracts and other instruments of Conveyance (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary in the jurisdiction in which the relevant Assets are located) as and to the extent reasonably necessary to evidence the Conveyance of all of Fuels’ and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Tech and its Subsidiaries (it being understood that no such bxxx of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require Fuels 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, and 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) Tech will execute and deliver such assumptions of Contracts (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary 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 Tech. All of the foregoing documents contemplated by this Section 2.4 will be referred to collectively herein as the “Fuels Transfer Documents” and, together with the Tech Transfer Documents, the “Transfer Documents.”

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the Mallinckrodt Group upon consummation of the Distribution or is owned or held by a member of the Mallinckrodt Group after the Effective Time, from and after the Distribution Date:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. In furtherance of the Conveyance of Excluded Assets and the assumption of Excluded Liabilities provided in Section 1.2: (a) Red Lion will execute and deliver, and will cause its Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, Conveyance and assignment as and to the extent reasonably necessary to evidence the Conveyance of all of Red Lion’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Navy and its Subsidiaries and (b) Navy will execute and deliver such assumptions of Contracts and other instruments of assumption as and to the extent reasonably necessary to evidence the valid and effective assumption of the Excluded Liabilities by Navy. All of the foregoing documents contemplated by this Section 2.6 will be referred to, collectively, herein as the “Red Lion Transfer Documents” and, together with the Navy Transfer Documents, the “Transfer Documents.”

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent any Excluded Asset or Excluded Liability is transferred to a member of the Company Group at the Separation or is owned or held by a member of the Company Group after the Separation, from and after the Separation:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the SunCoke Group at the Separation Date or is owned or held by a member of the SunCoke Group after the Separation Date, from and after the Separation Date:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent that any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Corner Store Group after the Distribution Date, from and after the Distribution Date, any such Excluded Asset or Excluded Liability shall be held by such member of the Corner Store Group for the use and benefit of the member of the Valero Group entitled thereto (at the expense of the member of the Valero Group entitled thereto) in accordance with Section 2.5(c), subject to Section 2.5(b) and:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the Xxxxxxxx 66 Group at the Distribution Date or is owned or held by a member of the Xxxxxxxx 66 Group after the Distribution Date, from and after the Distribution Date, any such Excluded Asset or Excluded Liability shall be held by such member of the Xxxxxxxx 66 Group for the use and benefit of the member of the ConocoPhillips Group entitled thereto (at the expense of the member of the ConocoPhillips Group entitled thereto) in accordance with Section2.5 (d) and:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the HXXX Group at the Separation Date or is owned or held by a member of the HXXX Group after the Separation Date, from and after the Separation Date:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. Except as provided in Section 1.7(b), prior to the Separation Time, to the extent not previously effected:

Transfer of Excluded Assets; Assumption of Excluded Liabilities. (a) To the extent any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the CareFusion Group at the Effective Time or is owned or held by a member of the CareFusion Group after the Effective Time, from and after the Effective Time: