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

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.”

Appears in 3 contracts

Samples: Separation Agreement (C&J Energy Services, Inc.), Separation Agreement (Nabors Industries LTD), Separation Agreement (C&J Energy Services, Inc.)

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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 1.22.2: (a) Red Lion Spinco 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 Contracts and other instruments of transfer, Conveyance and assignment as and to the extent reasonably necessary to evidence the Conveyance of all of Red LionSpinco’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Navy Burgundy and its Subsidiaries and (b) Navy Burgundy 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 NavyBurgundy. All of the foregoing documents contemplated by this Section 2.6 3.6 will be referred to, collectively, to collectively herein as the “Red Lion Spinco Transfer Documents” and, together with the Navy Burgundy Transfer Documents, the “Transfer Documents.”

Appears in 2 contracts

Samples: Separation Agreement (Georgia Gulf Corp /De/), Separation Agreement (PPG Industries Inc)

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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 Spinco 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 LionSpinco’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to Navy Parent and its Subsidiaries and (b) Navy Parent 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 NavyParent. All of the foregoing documents contemplated by this Section 2.6 will be referred to, collectively, to collectively herein as the “Red Lion Spinco Transfer Documents” and, together with the Navy Parent Transfer Documents, the “Transfer Documents.”

Appears in 1 contract

Samples: Separation Agreement (Acco Brands Corp)

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