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

Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 3.10(b), prior to the Entergy Contribution, (a) Entergy shall cause any applicable TransCo Sub to Convey to Entergy or an appropriately capitalized Subsidiary of Entergy (as Entergy may designate) (other than any member of the TransCo Group) any Excluded Assets that it owns, leases or has any right to use, and Entergy shall accept from such TransCo Sub, or shall cause any designated Subsidiary of Entergy (other than any member of the TransCo Group) to accept, the Excluded Assets and all such respective right, title and interest in and to any and all of such Excluded Assets and (b) Entergy shall cause any applicable TransCo Sub to Convey any Excluded Liability for which it is otherwise responsible to Entergy or an appropriately capitalized Subsidiary of Entergy (as Entergy may designate) (other than any member of the TransCo Group), and Entergy shall assume, perform and fulfill when due, and to the extent applicable, comply with, or shall cause the designated Subsidiary of Entergy to assume, perform and fulfill when due, and to the extent applicable, comply with, any and all of such Excluded Liabilities in accordance with their respective terms.

Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 3.10(b1.8(b), at or prior to the Entergy Contribution, Separation Time: (ai) Entergy WDC shall cause Spinco and any applicable TransCo Spinco Sub to Convey to Entergy WDC or an appropriately capitalized Subsidiary of Entergy WDC (as Entergy WDC may designate) (), in accordance with the Separation Plan and the other than any member terms and conditions of the TransCo Group) this Agreement, any Excluded Assets that it owns, leases or has any right to use, and Entergy WDC shall accept from Spinco or such TransCo Spinco Sub, or shall cause any designated Subsidiary of Entergy (other than any member of the TransCo Group) WDC to accept, the Excluded Assets and all such respective right, title and interest in and to any and all of such Excluded Assets and (bii) Entergy WDC shall cause Spinco and any applicable TransCo Spinco Sub to Convey any Excluded Liability for which it is otherwise responsible to Entergy WDC or an appropriately capitalized Subsidiary of Entergy WDC (as Entergy WDC may designate) (other than any member of the TransCo Group), in accordance with the Separation Plan and Entergy the other terms and conditions of this Agreement, any Excluded Liability for which Spinco or Spinco Sub is otherwise responsible, and WDC shall assume, perform perform, satisfy, discharge and fulfill when due, and to the extent applicable, comply withwith on a timely basis, or shall cause the designated Subsidiary of Entergy WDC to assume, perform perform, satisfy, discharge and fulfill when due, and to the extent applicable, comply withwith on a timely basis, any and all of such Excluded Liabilities in accordance with their respective terms. As between members of the WDC Group, on the one hand, and members of the Spinco Group, on the other hand, following the Separation Time, the members of the WDC Group, on a joint and several basis, will be solely responsible for all Excluded Liabilities in accordance with their terms (without regard to any such terms that make or would make any member of the Spinco Group in any manner liable therefor).

Transfer of Excluded Assets; Excluded Liabilities. Subject to Section 3.10(b1.08(b), prior to the Entergy Contribution, Separation Time: (ai) Entergy Xxxxxxx shall cause any applicable TransCo Newco Sub to Convey to Entergy Xxxxxxx or an appropriately capitalized Subsidiary of Entergy Xxxxxxx (as Entergy Xxxxxxx may designate) (other than any member of the TransCo Newco Group) any Excluded Assets that it owns, leases or has any right to use, and Entergy Xxxxxxx shall accept from such TransCo Newco Sub, or shall cause any designated Subsidiary of Entergy Xxxxxxx (other than any member of the TransCo Newco Group) to accept, the Excluded Assets and all such respective right, title and interest in and to any and all of such Excluded Assets Assets; and (bii) Entergy Xxxxxxx shall cause any applicable TransCo Newco Sub to Convey any Excluded Liability for which it is otherwise responsible to Entergy Xxxxxxx or an appropriately capitalized Subsidiary of Entergy Xxxxxxx (as Entergy Xxxxxxx may designate) (other than any member of the TransCo Newco Group), and Entergy Xxxxxxx shall assume, perform perform, satisfy, discharge and fulfill when due, and to the extent applicable, comply withwith on a timely basis, or shall cause the designated Subsidiary of Entergy Xxxxxxx to assume, perform perform, satisfy, discharge and fulfill when due, and to the extent applicable, comply withwith on a timely basis, any and all of such Excluded Liabilities in accordance with their respective terms. As between members of the Xxxxxxx Group, on the one hand, and members of the Newco Group, on the other hand, following the Separation Time, the members of the Xxxxxxx Group will be solely responsible for all Excluded Liabilities, on a joint and several basis.