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

Transfer of SpinCo Assets and Assumption of SpinCo Liabilities. In furtherance of the Conveyance of Spinco Assets and the assumption of Spinco Liabilities provided in Section 2.1: (a) Burgundy 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 Burgundy’s and its Subsidiaries’ (other than Spinco and its Subsidiaries) right, title and interest in and to the Spinco Assets to Spinco and its Subsidiaries and (b) a Spinco Subsidiary 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 Spinco Liabilities by the applicable Spinco Subsidiary. All of the foregoing documents contemplated by this Section 3.5 will be referred to collectively herein as the “Burgundy Transfer Documents.” For the avoidance of doubt, the obligations with respect to the Conveyance of Spinco Assets and the assumption of Spinco Liabilities provided in Section 2.1, and the execution and delivery of documents provided in this Section 3.5, does not extend to the Conveyance of, or execution of delivery of documents with respect to, any Spinco Assets that are already held as of the Business Transfer Time by a Spinco Entity (which Spinco Asset will continue to be held by such Spinco Entity) or any Spinco Liabilities that as of the Business Transfer Time are already a Liability of a Spinco Entity (which Spinco Liability will continue to be a Liability of such Spinco Entity).

Transfer of SpinCo Assets and Assumption of SpinCo Liabilities. In furtherance of the Conveyance of Spinco Assets and the assumption of Spinco Liabilities provided in Section 2.11.1: (a) Burgundy Parent 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 BurgundyParent’s and its Subsidiaries’ (other than Spinco and its Subsidiaries) right, title and interest in and to the Spinco Assets to Spinco and its Subsidiaries and (b) a Spinco Subsidiary 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 Spinco Liabilities by the applicable Spinco SubsidiarySpinco. All of the foregoing documents contemplated by this Section 3.5 2.5 will be referred to collectively herein as the “Burgundy Parent Transfer Documents.” For the avoidance of doubt, the obligations with respect to the Conveyance of Spinco Assets and the assumption of Spinco Liabilities provided in Section 2.11.1, and the execution and delivery of documents provided in this Section 3.52.5, does not extend to the Conveyance of, or execution of delivery of documents with respect to, any Spinco Assets that are already held as of the Business Transfer Time by Spinco or a Spinco Entity (which Spinco Asset will continue to be held by Spinco or such Spinco Entity) or any Spinco Liabilities that as of the Business Transfer Time are is already a Liability of Spinco or a Spinco Entity (which Spinco Liability will continue to be a Liability of Spinco or such Spinco Entity).

Transfer of SpinCo Assets and Assumption of SpinCo Liabilities. In furtherance of the Conveyance of Spinco SpinCo Assets and the assumption of Spinco SpinCo Liabilities provided in Section 2.1: Sections 1.02 and 1.03, at or prior to the Spin-Off Effective Time, (a) Burgundy will execute and deliverCitadel will, and or will cause its Subsidiaries to to, execute and deliver, deliver such bills of sale, quitclaim deeds, stock powers, certificates of title, deeds, assignments of Contracts and other instruments of transferConveyance, Conveyance and assignment, as and including the transfer documents described in Section 1.11 of the Citadel Disclosure Letter (in each case to the extent reasonably 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 BurgundyCitadel’s and its Subsidiaries’ (other than Spinco and its Subsidiaries) right, title and interest in and to the Spinco SpinCo Assets to Spinco SpinCo and the other members of the SpinCo Group (it being understood that no such xxxx of sale, stock power, certificate of title, deed, assignment or other instrument of Conveyance will require Citadel or any of its Subsidiaries 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) a Spinco Subsidiary SpinCo will execute and deliver such assumptions of Contracts SpinCo 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 Spinco SpinCo Liabilities by SpinCo or the applicable Spinco Subsidiarymembers of the SpinCo Group. All of the foregoing documents contemplated by this Section 3.5 1.11 will be referred to collectively herein as the “Burgundy Citadel Transfer Documents.” For the avoidance of doubt, the obligations with respect to the Conveyance of Spinco Assets and the assumption of Spinco Liabilities provided in Section 2.1, and the execution and delivery of documents provided in this Section 3.5, does not extend to the Conveyance of, or execution of delivery of documents with respect to, any Spinco Assets that are already held as of the Business Transfer Time by a Spinco Entity (which Spinco Asset will continue to be held by such Spinco Entity) or any Spinco Liabilities that as of the Business Transfer Time are already a Liability of a Spinco Entity (which Spinco Liability will continue to be a Liability of such Spinco Entity).”