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

Transfer of SpinCo Assets and Assumption of SpinCo Liabilities. (a) To the extent that any SpinCo Asset is transferred or assigned to, or any SpinCo Liability is assumed by, a member of the RemainCo Group prior to the Effective Time or, except as set forth in Article IV, is owned or held by a member of the RemainCo Group at or after the Effective Time, from and after the Effective Time, any such SpinCo Asset or SpinCo Liability shall be held by such member of the RemainCo Group for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto) in accordance with Section 2.5(d), subject to Section 4.2(b) and: