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 otherwise provided in this Agreement or in any Ancillary Agreement: (a) SWBI AREC shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI AREC Group to, assign, contribute, convey, transfer, and deliver to AOUT EMC or any member of the AOUT EMC Group designated by AOUT EMC (an “AOUT EMC Designee”) all of the right, title, and interest of SWBI AREC or such member of the SWBI AREC Group in and to all of the AOUT EMC Assets, if any, of SWBI AREC or such member of the SWBI AREC Group, and AOUT EMC shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT EMC Designee to, as applicable, accept such AOUT EMC Assets. (b) AOUT EMC shall, and shall to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT EMC Group to, assign, contribute, convey, transfer, and deliver to SWBI AREC or any member of the SWBI AREC Group designated by SWBI AREC (a “SWBI AREC Designee”) all of the right, title, and interest of AOUT EMC or such member of the AOUT EMC Group in and to all of the SWBI AREC Assets, if any, held by AOUT EMC or such member of the AOUT EMC Group and SWBI AREC shall, or shall to the fullest extent permitted by Applicable Law, cause the relevant SWBI AREC Designee to, as applicable, accept such SWBI AREC Assets. (c) SWBI AREC shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the SWBI AREC Group to, assign, contribute, convey, transfer, and deliver to AOUT EMC or any AOUT EMC Designee all of the AOUT EMC Liabilities, if any, of SWBI AREC or such member of the SWBI AREC Group, and AOUT EMC shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant AOUT EMC Designee to, as applicable, accept, assume and agree, to perform, discharge, and fulfill, all of the AOUT EMC Liabilities. (d) AOUT EMC shall, and shall, to the fullest extent permitted by Applicable Law, cause the relevant member of the AOUT EMC Group to, assign, contribute, convey, transfer, and deliver to SWBI AREC or any SWBI AREC Designee all of the SWBI AREC Liabilities, if any, of AOUT EMC or such member of the AOUT EMC Group, and SWBI AREC shall, or shall, to the fullest extent permitted by Applicable Law, cause the relevant SWBI AREC Designee to, as applicable, accept, assume and agree to perform, discharge, and fulfill, all of the SWBI AREC Liabilities. (e) To the extent any assignment, contribution, conveyance, transfer or delivery, or acceptance or assumption of any asset asset, liability, or Liability Guarantee 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 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 ‎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.