Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Company Assets and the assumption of Company Liabilities provided for in Section 2.1(a)(i) and Section 2.1(a)(ii), on or prior to the Separation Date (i) MetLife shall execute and deliver, and shall cause its applicable Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of MetLife’s and its applicable Subsidiaries’ (other than the Company’s and its Subsidiaries’) right, title and interest in and to the Company Assets to the Company and its Subsidiaries, and (ii) the Company shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Company Liabilities by the Company or member of the Company Group, as appropriate. All of the foregoing documents contemplated by this Section 3.5 shall be referred to collectively herein as the “MetLife Transfer Documents.”
Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Genworth Assets and the assumption of Genworth Liabilities set forth in Section 2.1(a)(i) and Section 2.1(a)(ii), on the Closing Date (i) GE shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of GE’s and its Subsidiaries’ (other than Genworth and its Subsidiaries) right, title and interest in and to the Genworth Assets to Genworth and its Subsidiaries, and (ii) Genworth shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Genworth Liabilities by Genworth. All of the foregoing documents contemplated by this Section 3.5 shall be referred to collectively herein as the “GE Transfer Documents.”
Transfers of Assets and Assumption of Liabilities. On the Closing Date (i) the Rio Tinto Parties shall execute and deliver such stock certificates and related, stock powers, and any other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the Structuring Transactions and (ii) CPE LLC shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Cloud Peak Liabilities by CPE LLC. All of the foregoing documents contemplated by this Section 3.4 shall be referred to collectively herein as the "Transfer Documents."
Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of Entertainment Assets and the assumption of Entertainment Liabilities, on or before the Effective Date, (a) CCU shall execute and deliver, and shall cause the other members of the CCU Group to execute and deliver, such stock powers, merger certificates, bills of sale, certificates of title, assignments of contracts and other instruments of contribution, transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, merger, transfer, conveyance and assignment of all of the CCU Group’s right, title and interest in and to the Entertainment Assets to the Entertainment Group, and (b) Entertainment shall execute and deliver, and shall cause the other members of the Entertainment Group to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Entertainment Liabilities by the Entertainment Group. All of the foregoing documents contemplated by this Section 2.8 shall be referred to collectively herein as the “CCU Transfer Documents.”
Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of Cal Dive Assets and the assumption of Cal Dive Liabilities, on the Closing Date, (a) Helix shall execute and deliver, and shall cause the other members of the Helix Group to execute and deliver, such stock powers, merger certificates, bills of sale, certificates of title, assignments of contracts and other instruments of contribution, transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, transfer, merger, conveyance and assignment of all of the Helix Group’s right, title and interest in and to the Cal Dive Assets to the Cal Dive Group, and (b) Cal Dive shall execute and deliver, and shall cause the other members of the Cal Dive Group to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Cal Dive Liabilities by the Cal Dive Group. All of the foregoing documents contemplated by this Section 2.8 shall be referred to collectively herein as the “Helix Transfer Documents.”
Transfers of Assets and Assumption of Liabilities. (a) At or prior to the Separation Time, but in any case prior to the Completion of the IPO, solely with respect to (x) any Corebridge Assets that are not already owned by members of the Corebridge Group or Corebridge Liabilities that are not already liabilities of members of the Corebridge Group and (y) any AIG Assets that are not already owned by members of the AIG Group or AIG Liabilities that are not already liabilities of members of the AIG Group, and excluding Shared Contracts to the extent governed by Section 2.9:
Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of Outdoor Assets and the assumption of Outdoor Liabilities, on the Closing Date, (a) CCU shall execute and deliver, and shall cause the other members of the CCU Group to execute and deliver, such stock powers, merger certificates, bills of sale, certificates of title, assignments of contracts and other instruments of contribution, transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, transfer, merger, conveyance and assignment of all of the CCU Group’s right, title and interest in and to the Outdoor Assets to the Outdoor Group, and (b) Outdoor shall execute and deliver, and shall cause the other members of the Outdoor Group to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Outdoor Liabilities by the Outdoor Group. All of the foregoing documents contemplated by this Section 2.8 shall be referred to collectively herein as the “CCU Transfer Documents.”
Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer, conveyance and delivery of Brands Assets and the acceptance and assumption of Brands Liabilities, on the Closing Date, (a) Alon USA shall execute and deliver, and shall cause the other members of the Alon USA Group to execute and deliver, such stock powers, merger certificates, bills of sale, certificates of title, assignments of contracts and other instruments of contribution, assignment, transfer and conveyance as and to the extent necessary to evidence the assignment, transfer and conveyance of all of the Alon USA Group’s right, title and interest in and to the Brands Assets to the Brands Group, with such assignments, transfers and conveyances being subject to the terms and conditions of this Agreement and any applicable Transfer Documents, and (b) Brands shall execute and deliver, and shall cause the other members of the Brands Group to execute and deliver, such instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Brands Liabilities by the Brands Group. Such acceptance and assumption of, and agreements to perform, the Brands Liabilities shall be subject to the terms and conditions of this Agreement and any applicable Transfer Documents. All of the foregoing documents contemplated by this Section 2.8 shall be referred to collectively herein as the “Alon USA Transfer Documents.”
Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of the Olfaction Assets and the assumption of Olfaction Liabilities, on or before the Distribution Date, (a) Parent shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such stock powers, bills of sale, certificates of title, assignments of contracts, patent assignments, contribution agreements and other instruments of contribution, transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, transfer, conveyance and assignment of all of Parent's and its Subsidiaries' right, title and interest in and to the Olfaction Assets to SentiSearch, and (b) SentiSearch shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Olfaction Liabilities by SentiSearch. All of the foregoing documents contemplated by this Section 2.5 shall be referred to collectively herein as the "Transfer Documents."
Transfers of Assets and Assumption of Liabilities. (a) In furtherance of the assignment, transfer and conveyance of Genworth Assets and the assumption of Genworth Liabilities set forth in Section 2.1(a)(i) and Section 2.1(a)(ii), on the Closing Date (i) GE shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of GE’s and its Subsidiaries’ (other than Genworth and its Subsidiaries) right, title and interest in and to the Genworth Assets to Genworth and its Subsidiaries, and (ii) Genworth shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Genworth Liabilities by Genworth. All of the foregoing documents contemplated by this Section 3.4 shall be referred to collectively herein as the “Transfer Documents.”
(b) To the extent any Excluded Asset or Excluded Liability is transferred to a member of the Genworth Group at the Closing or is owned or held by a member of the Genworth Group after the Closing, from and after the Closing:
(i) Genworth shall, and shall cause its applicable Subsidiaries to, promptly contribute, assign, transfer, convey and deliver to GE or certain of its Subsidiaries designated by GE, and GE or such Subsidiaries shall accept from Genworth and its applicable Subsidiaries, all of Genworth’s and such Subsidiaries’ respective rights, titles and interests in and to such Excluded Assets;
(ii) GE and certain of its Subsidiaries designated by GE, shall promptly accept, assume and agree faithfully to perform, discharge and fulfill all such Excluded Liabilities in accordance with their respective terms; and
(iii) In furtherance of the assignment, transfer and conveyance of Excluded Assets and the assumption of Excluded Liabilities set forth in Section 3.4(b)(i) and Section 3.4(b)(ii): (x) Genworth shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Genworth’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to GE and its Subsidiaries, and (y) ...
