Common use of Transfers of Certain Other Assets and Liabilities Clause in Contracts

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) Xxxxxx Oil shall, or shall cause the relevant member of the Xxxxxx Oil Group to, assign, contribute, convey, transfer and deliver to Xxxxxx USA or any Subsidiary of Xxxxxx USA as of the Distribution Time designated by Xxxxxx USA (a “Xxxxxx USA Designee”) all of the right, title and interest of Xxxxxx Oil or such member of the Xxxxxx Oil Group in and to all assets, if any, held by any member of the Xxxxxx Oil Group that relate solely to the Xxxxxx USA Business (and not to the Xxxxxx Oil Business) and Xxxxxx USA or such Xxxxxx USA Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (b) Xxxxxx Oil and Xxxxxx USA shall, or shall cause the relevant member of the Xxxxxx USA Group to, assign, contribute, convey, transfer and deliver to Xxxxxx Oil or any Subsidiary of Xxxxxx Oil as of the Distribution Time designated by Xxxxxx Oil (a “Xxxxxx Oil Designee”) all of the right, title and interest of Xxxxxx USA or such member of the Xxxxxx USA Group in and to all assets, if any, held by any member of the Xxxxxx USA Group that relate solely to the Xxxxxx Oil Business (and not to the Xxxxxx USA Business) and Xxxxxx Oil or such Xxxxxx Oil Designee shall assume and take transfer of all Liabilities to the extent associated with such assets. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.05), it shall be effected as promptly thereafter as practicable. For the avoidance of doubt, nothing contained in this Section 2.03 shall prevent or prohibit the transfer of stock.

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) Xxxxxx Mxxxxx Oil shall, or shall cause the relevant member of the Xxxxxx Mxxxxx Oil Group to, assign, contribute, convey, transfer and deliver to Xxxxxx Mxxxxx USA or any Subsidiary of Xxxxxx Mxxxxx USA as of the Distribution Time designated by Xxxxxx Mxxxxx USA (a “Xxxxxx Mxxxxx USA Designee”) all of the right, title and interest of Xxxxxx Mxxxxx Oil or such member of the Xxxxxx Mxxxxx Oil Group in and to all assets, if any, held by any member of the Xxxxxx Mxxxxx Oil Group that relate solely to the Xxxxxx Mxxxxx USA Business (and not to the Xxxxxx Mxxxxx Oil Business) and Xxxxxx Mxxxxx USA or such Xxxxxx Mxxxxx USA Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (b) Xxxxxx Mxxxxx Oil and Xxxxxx Mxxxxx USA shall, or shall cause the relevant member of the Xxxxxx Mxxxxx USA Group to, assign, contribute, convey, transfer and deliver to Xxxxxx Mxxxxx Oil or any Subsidiary of Xxxxxx Mxxxxx Oil as of the Distribution Time designated by Xxxxxx Mxxxxx Oil (a “Xxxxxx Mxxxxx Oil Designee”) all of the right, title and interest of Xxxxxx Mxxxxx USA or such member of the Xxxxxx Mxxxxx USA Group in and to all assets, if any, held by any member of the Xxxxxx Mxxxxx USA Group that relate solely to the Xxxxxx Mxxxxx Oil Business (and not to the Xxxxxx Mxxxxx USA Business) and Xxxxxx Mxxxxx Oil or such Xxxxxx Mxxxxx Oil Designee shall assume and take transfer of all Liabilities to the extent associated with such assets. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.05), it shall be effected as promptly thereafter as practicable. For the avoidance of doubt, nothing contained in this Section 2.03 shall prevent or prohibit the transfer of stock.

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) Xxxxxx Oil shall, or shall cause the relevant member of the Xxxxxx Oil Group to, assign, contribute, convey, transfer and deliver to Xxxxxx USA or any Subsidiary of Xxxxxx USA as of the Distribution Time designated by Xxxxxx USA (a “Xxxxxx USA Designee”) all of the right, title and interest of Xxxxxx Oil or such member of the Xxxxxx Oil Group in and to all assets, if any, held by any member of the Xxxxxx Oil Group that relate solely to the Xxxxxx USA Business (and not to the Xxxxxx Oil Business) and Xxxxxx USA or such Xxxxxx USA Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (b) Xxxxxx Oil and Xxxxxx USA shall, or shall cause the relevant member of the Xxxxxx USA Group to, assign, contribute, convey, transfer and deliver to Xxxxxx Oil or any Subsidiary of Xxxxxx Oil as of the Distribution Time designated by Xxxxxx Oil (a “Xxxxxx Oil Designee”) all of the right, title and interest of Xxxxxx USA or such member of the Xxxxxx USA Group in and to all assets, if any, held by any member of the Xxxxxx USA Group that relate solely to the Xxxxxx Oil Business (and not to the Xxxxxx USA Business) and Xxxxxx Oil or such Xxxxxx Oil Designee shall assume and take transfer of all Liabilities to the extent associated with such assets. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.05), it shall be effected as promptly thereafter as practicable. For the avoidance of doubt, nothing contained in this Section 2.03 shall prevent or prohibit the transfer of stock.