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

Transfers of Certain Other Assets and Liabilities. At or prior to the Distribution Time, to the extent not already consummated and unless otherwise provided in this Agreement or in any Ancillary Agreement: (a) SWBI shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI Group to, assign, contribute, convey, transfer, and deliver to AOUT or any member of the AOUT Group designated by AOUT (an “AOUT Designee”) all of the right, title, and interest of SWBI or such member of the SWBI Group in and to all of the AOUT Assets, if any, of SWBI or such member of the SWBI Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept such AOUT Assets. (b) AOUT shall, and shall to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any member of the SWBI Group designated by SWBI (a “SWBI Designee”) all of the right, title, and interest of AOUT or such member of the AOUT Group in and to all of the SWBI Assets, if any, held by AOUT or such member of the AOUT Group and SWBI shall, or shall to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept such SWBI Assets. (c) SWBI shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI Group to, assign, contribute, convey, transfer, and deliver to AOUT or any AOUT Designee all of the AOUT Liabilities, if any, of SWBI or such member of the SWBI Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept, assume and agree, to perform, discharge, and fulfill, all of the AOUT Liabilities. (d) AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee all of the SWBI Liabilities, if any, of AOUT or such member of the AOUT Group, and SWBI shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept, assume and agree to perform, discharge, and fulfill, all of the SWBI Liabilities. (e) To the extent any assignment, contribution, conveyance, transfer or delivery, or acceptance or assumption of any asset or Liability of either Group is not effected in accordance with this Section 2.3 at or 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 2.3, but subject to Section 2.4), the relevant party shall and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

Transfers of Certain Other Assets and Liabilities. At or prior to the Distribution Time, to the extent not already consummated and unless Unless otherwise provided in this Agreement or in any Ancillary AgreementAgreement and to the extent not previously effected in accordance with Section 2.02(a), effective as of the Distribution Time: (a) SWBI shallADS hereby agrees, and shall, to the fullest extent permitted by Applicable Law, cause hereby causes the relevant member of the SWBI Group toADS Group, to assign, contribute, convey, transfer, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to AOUT Loyalty Ventures or any member of the AOUT Loyalty Ventures Group as of the Distribution Time designated by AOUT Loyalty Ventures (an a “AOUT Loyalty Ventures Designee”) all of the right, title, title and interest of SWBI ADS or such member of the SWBI ADS Group in and to all of the AOUT Loyalty Ventures Assets, if any, of SWBI or such held by any member of the SWBI ADS Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept such AOUT Assets. (b) AOUT shallADS and Loyalty Ventures hereby agree, and shall to the fullest extent permitted by Applicable Law, hereby cause the relevant member of the AOUT Group toLoyalty Ventures Group, to assign, contribute, convey, transfer, transfer and deliver to SWBI ADS or any member of the SWBI ADS Group as of the Distribution Time designated by SWBI ADS (a “SWBI ADS Designee”) all of the right, title, title and interest of AOUT Loyalty Ventures or such member of the AOUT Loyalty Ventures Group in and to all of the SWBI ADS Assets, if any, held by AOUT or such any member of the AOUT Group Loyalty Ventures Group; and (b) ADS hereby agrees, and SWBI shallhereby causes the relevant member of the ADS Group, to assign, transfer and deliver (or shall have assigned, transferred and delivered) to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept such SWBI Assets. (c) SWBI shallLoyalty Ventures, and shallLoyalty Ventures, on behalf of itself or such Loyalty Ventures Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Loyalty Ventures Liabilities, if any, to the fullest extent permitted by Applicable Lawsuch Loyalty Ventures Liabilities would otherwise remain obligations of any member of the ADS Group, and ADS and Loyalty Ventures hereby agree, and hereby cause the relevant member of the SWBI Group toLoyalty Ventures Group, to assign, contributetransfer and deliver (or shall have assigned, convey, transfertransferred and delivered) to ADS, and deliver to AOUT or any AOUT Designee all ADS, on behalf of the AOUT Liabilities, if any, of SWBI itself or such member of the SWBI GroupADS Designee, hereby accepts, assumes and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept, assume and agree, agrees to perform, discharge, discharge and fulfill, all of the AOUT Liabilities. (d) AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee all of the SWBI ADS Liabilities, if any, to the extent such ADS Liabilities would otherwise remain obligations of AOUT or such any member of the AOUT Loyalty Ventures Group, and SWBI shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept, assume and agree to perform, discharge, and fulfill, all of the SWBI Liabilities. (ec) To the extent any assignment, contribution, conveyance, transfer or deliverytransfer, or acceptance delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.3 at or prior to 2.03 as of 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 2.32.03, but subject to Section 2.42.04), the relevant party shall and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

Transfers of Certain Other Assets and Liabilities. At or prior to the Distribution Time, to the extent not already consummated and unless Unless otherwise provided in this Agreement or in any Ancillary AgreementAgreement and to the extent not previously effected in accordance with ‎Section 2.02(a), effective as of the Distribution Time: (a) SWBI shallADS hereby agrees, and shall, to the fullest extent permitted by Applicable Law, cause hereby causes the relevant member of the SWBI Group toADS Group, to assign, contribute, convey, transfer, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to AOUT Loyalty Ventures or any member of the AOUT Loyalty Ventures Group as of the Distribution Time designated by AOUT Loyalty Ventures (an a “AOUT Loyalty Ventures Designee”) all of the right, title, title and interest of SWBI ADS or such member of the SWBI ADS Group in and to all of the AOUT Loyalty Ventures Assets, if any, of SWBI or such held by any member of the SWBI ADS Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept such AOUT Assets. (b) AOUT shallADS and Loyalty Ventures hereby agree, and shall to the fullest extent permitted by Applicable Law, hereby cause the relevant member of the AOUT Group toLoyalty Ventures Group, to assign, contribute, convey, transfer, transfer and deliver to SWBI ADS or any member of the SWBI ADS Group as of the Distribution Time designated by SWBI ADS (a “SWBI ADS Designee”) all of the right, title, title and interest of AOUT Loyalty Ventures or such member of the AOUT Loyalty Ventures Group in and to all of the SWBI ADS Assets, if any, held by AOUT or such any member of the AOUT Group Loyalty Ventures Group; and (b) ADS hereby agrees, and SWBI shallhereby causes the relevant member of the ADS Group, to assign, transfer and deliver (or shall have assigned, transferred and delivered) to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept such SWBI Assets. (c) SWBI shallLoyalty Ventures, and shallLoyalty Ventures, on behalf of itself or such Loyalty Ventures Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Loyalty Ventures Liabilities, if any, to the fullest extent permitted by Applicable Lawsuch Loyalty Ventures Liabilities would otherwise remain obligations of any member of the ADS Group, and ADS and Loyalty Ventures hereby agree, and hereby cause the relevant member of the SWBI Group toLoyalty Ventures Group, to assign, contributetransfer and deliver (or shall have assigned, convey, transfertransferred and delivered) to ADS, and deliver to AOUT or any AOUT Designee all ADS, on behalf of the AOUT Liabilities, if any, of SWBI itself or such member of the SWBI GroupADS Designee, hereby accepts, assumes and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept, assume and agree, agrees to perform, discharge, discharge and fulfill, all of the AOUT Liabilities. (d) AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee all of the SWBI ADS Liabilities, if any, to the extent such ADS Liabilities would otherwise remain obligations of AOUT or such any member of the AOUT Loyalty Ventures Group, and SWBI shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept, assume and agree to perform, discharge, and fulfill, all of the SWBI Liabilities. (ec) To the extent any assignment, contribution, conveyance, transfer or deliverytransfer, or acceptance delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.3 at or prior to ‎Section 2.03 as of 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 2.3‎Section 2.03, but subject to Section 2.4‎Section 2.04), the relevant party shall and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

Transfers of Certain Other Assets and Liabilities. At or prior to the Distribution Time, to the extent not already consummated and unless Unless otherwise provided in this Agreement or in any Ancillary Agreement: Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) SWBI Masco shall, and shall, to the fullest extent permitted by Applicable Law, or shall cause the relevant member of the SWBI Masco Group to, assign, contribute, convey, transfer, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to AOUT TopBuild or any member Subsidiary of TopBuild as of the AOUT Group Distribution Time designated by AOUT TopBuild (an a “AOUT TopBuild Designee”) all of the right, title, title and interest of SWBI Masco or such member of the SWBI Masco Group in and to all of the AOUT Assetsassets, if any, of SWBI or such held by any member of the SWBI GroupMasco Group that relate solely to the TopBuild Business (and not to the Masco Business) and TopBuild or such TopBuild Designee shall assume and take transfer of all Liabilities to the extent associated with such assets, and AOUT (b) Masco shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept such AOUT Assets. (b) AOUT shall, and shall to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Masco Group to, assume any and all of the Masco Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the TopBuild Group, (c) Masco and TopBuild shall, or shall cause the relevant member of the TopBuild Group to, assign, contribute, convey, transfer, transfer and deliver to SWBI Masco or any member Subsidiary of Masco as of the SWBI Group Distribution Time designated by SWBI Masco (a “SWBI Masco Designee”) all of the right, title, title and interest of AOUT TopBuild or such member of the AOUT TopBuild Group in and to all of the SWBI Assetsassets, if any, held by AOUT or such any member of the AOUT TopBuild Group that relate solely to the Masco Business (and SWBI not to the TopBuild Business) and Masco or such Masco Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (d) TopBuild shall, or shall to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept such SWBI Assets. (c) SWBI shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI TopBuild Group to, assign, contribute, convey, transfer, assume any and deliver to AOUT or any AOUT Designee all of the AOUT Liabilities, if any, TopBuild Liabilities to the extent such Liabilities would otherwise remain obligations of SWBI or such any member of the SWBI Masco Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept, assume and agree, to perform, discharge, and fulfill, all of the AOUT Liabilities. (d) AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee all of the SWBI Liabilities, if any, of AOUT or such member of the AOUT Group, and SWBI shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept, assume and agree to perform, discharge, and fulfill, all of the SWBI Liabilities. (e) . To the extent any assignment, contribution, conveyance, transfer or deliverytransfer, or acceptance delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.3 at or 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 2.32.03, but subject to Section 2.42.04), the relevant party shall and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

Transfers of Certain Other Assets and Liabilities. At or prior to the Distribution Time, to the extent not already consummated and unless otherwise provided in this Agreement or in any Ancillary Agreement: (a) SWBI shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI Group to, assign, contribute, convey, transfer, and deliver to AOUT or any member of the AOUT Group designated by AOUT (an “AOUT Designee”) all of the right, title, and interest of SWBI or such member of the SWBI Group in and to all of the AOUT Assets, if any, of SWBI or such member of the SWBI Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept such AOUT Assets. (b) AOUT shall, and shall to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any member of the SWBI Group designated by SWBI (a “SWBI Designee”) all of the right, title, and interest of AOUT or such member of the AOUT Group in and to all of the SWBI Assets, if any, held by AOUT or such member of the AOUT Group and SWBI shall, or shall to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept such SWBI Assets. (c) SWBI shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI Group to, assign, contribute, convey, transfer, and deliver to AOUT or any AOUT Designee all of the AOUT Liabilities, if any, of SWBI or such member of the SWBI Group, and AOUT shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT Designee to, as applicable, accept, assume and agree, to perform, discharge, and fulfill, all of the AOUT Liabilities. (d) AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee all of the SWBI Liabilities, if any, of AOUT or such member of the AOUT Group, and SWBI shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant SWBI Designee to, as applicable, accept, assume and agree to perform, discharge, and fulfill, all of the SWBI Liabilities. (e) To the extent any assignment, contribution, conveyance, transfer or delivery, or acceptance or assumption of any asset or Liability of either Group is not effected in accordance with this Section 2.3 at or 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 2.3, but subject to Section 2.4), the relevant party shall and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to, use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.