Common use of Transfers of Spinco Assets and Spinco Liabilities Clause in Contracts

Transfers of Spinco Assets and Spinco Liabilities. (a) Subject to Section 2.1(b) and, in the case of Information, Article VII, on or prior to the Distribution Date, Verizon shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance of (i) the Non-ILEC Spinco Assets and the Non-ILEC Spinco Liabilities to the Non-ILEC Spinco Subsidiary, (ii) the ILEC Spinco Assets and the ILEC Spinco Liabilities to the ILEC Spinco Subsidiaries and (iii) the ILEC Spinco Subsidiaries to Spinco (including by contributing stock of an entity holding one or more ILEC Spinco Subsidiaries). Spinco shall assume or cause the applicable Spinco Subsidiaries to assume, and thereafter timely pay, perform and discharge, when and as due, or cause the applicable Spinco Subsidiaries to thereafter timely pay, perform and discharge, when and as due, all of the Spinco Liabilities. (b) Nothing in this Agreement (including, for the avoidance of doubt, Section 6.6) shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed. The rights and obligations of the Parties in respect of removing such impediments (including pursuing and obtaining all applicable consents, waivers and approvals in connection with the Contribution) and in respect of such Assets and Liabilities to the extent not transferred on the Distribution Date are set forth in the Merger Agreement and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith. (c) The rights and obligations of the Parties with respect to Intellectual Property Assets shall be governed exclusively by the Intellectual Property Agreement. Accordingly, Intellectual Property Assets and liabilities relating to Intellectual Property Assets shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. In the event of any inconsistency between this Agreement and the Intellectual Property Agreement, the terms of the Intellectual Property Agreement shall control. The rights and obligations of the Parties with respect to Taxes shall be governed exclusively by the Tax Sharing Agreement and, to the extent applicable, the Merger Agreement. Accordingly, assets and liabilities relating to Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement (except to the extent included in Current Assets or Current Liabilities as provided herein). In the event of any inconsistency between this Agreement and the Tax Sharing Agreement or the Merger Agreement, the terms of the Tax Sharing Agreement or the Merger Agreement, as the case may be, shall control. Except in the case of Section 2.3 of this Agreement, the rights and obligations of the Parties with respect to any current or former directors, officers or employees, any compensation or benefits and any benefit plans, programs, agreements or arrangements shall be governed exclusively by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. Accordingly, assets and liabilities relating to current or former directors, officers or employees, and compensation or benefits and any benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. The rights and obligations of the Parties with respect to collective bargaining agreements and practices, including collective bargaining agreements of the Spinco Business, memoranda of agreement and memoranda of understanding, and the rights and obligations arising under those contracts and practices on benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement, and shall be governed exclusively by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. In the event of any inconsistency between this Agreement and the Employee Matters Agreement or the Merger Agreement, the Employee Matters Agreement or the Merger Agreement, as the case may be, shall control.

Transfers of Spinco Assets and Spinco Liabilities. (a) Subject to Section 2.1(b) and, in the case of Information, Article VIIVIII, on or prior to the Distribution Date, Verizon shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance of (i) of the Non-ILEC Spinco Assets and the Non-ILEC Spinco Liabilities to the Non-ILEC Spinco Subsidiary, Subsidiary and (ii) of the ILEC Spinco Assets and the ILEC Spinco Liabilities to the ILEC Spinco Subsidiaries and (iii) the ILEC Spinco Subsidiaries to Spinco (including by contributing stock of an entity holding one or more ILEC Spinco Subsidiaries)Subsidiary. Spinco shall assume or cause the applicable Spinco Subsidiaries to assume, and thereafter timely pay, perform and discharge, when and as due, or cause the applicable Spinco Subsidiaries to thereafter timely pay, perform and discharge, when and as due, all of the Spinco Liabilities. (b) Nothing in this Agreement (including, for the avoidance of doubt, Section 6.67.6) shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed. The rights and obligations of the Parties parties in respect of removing such impediments impediments, (including pursuing and obtaining all applicable consents, waivers and approvals in connection with the Contribution) and in respect of such Assets and Liabilities to the extent not transferred on the Distribution Date are set forth in the Merger Agreement and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith. (c) The rights and obligations of the Parties parties with respect to Intellectual Property Assets Taxes shall be governed exclusively by the Intellectual Property Tax Sharing Agreement (and, to the extent applicable, the Merger Agreement). Accordingly, Intellectual Property Assets and liabilities items relating to Intellectual Property Assets Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. In the event of any inconsistency between this Agreement and the Intellectual Property Tax Sharing Agreement, the terms of the Intellectual Property Tax Sharing Agreement shall control. The In addition, the rights and obligations of the Parties parties with respect to Taxes benefit plans, programs, agreements and arrangements shall be governed exclusively by the Tax Sharing Agreement and, to the extent applicable, the Merger Employee Matters Agreement. Accordingly, assets and liabilities relating to Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement (except to the extent included in Current Assets or Current Liabilities as provided herein). In the event of any inconsistency between this Agreement and the Tax Sharing Agreement or the Merger Agreement, the terms of the Tax Sharing Agreement or the Merger Agreement, as the case may be, shall control. Except in the case of Section 2.3 of this Agreement, the rights and obligations of the Parties with respect to any current or former directors, officers or employees, any compensation or benefits and any benefit plans, programs, agreements or arrangements shall be governed exclusively by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. Accordingly, assets and liabilities relating to current or former directors, officers or employees, and compensation or benefits and any benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this AgreementSection 2.1. The rights and obligations of the Parties parties with respect to collective bargaining agreements and practices, including Spinco collective bargaining agreements of the Spinco Businessagreements, memoranda of agreement and memoranda of understanding, and the rights and obligations arising under those contracts and practices on benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, of this AgreementSection 2.1, and shall be governed exclusively by are described in the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. In the event of any inconsistency conflict between this Agreement Section 2.1, or any other Section of this Agreement, and the Employee Matters Agreement or the Merger Agreement, the Employee Employment Matters Agreement or the Merger Agreement, as the case may be, shall control.

Transfers of Spinco Assets and Spinco Liabilities. (a) Subject to Section 2.1(b) and Section 2.2 and, in the case of Information, Article VIIARTICLE VIII, effective on or prior to the Distribution Date, Verizon and in any event prior to the Distribution, IP shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance of (i) cause all of the Nonnon-ILEC U.S. Spinco Assets and all of the Nonnon-ILEC U.S. Spinco Liabilities to the Nonbe directly or indirectly transferred, assigned, delivered and conveyed to or assumed by xpedx Foreign Sub, except for those non-ILEC U.S. Spinco SubsidiaryAssets directly or indirectly held, or non-U.S. Spinco Liabilities directly or indirectly owed, by xpedx International, Inc., (ii) cause 100% of the ILEC equity interests in xpedx Foreign Sub and the Spinco Assets and the ILEC Spinco Liabilities not directly or indirectly held by xpedx Foreign Sub (after giving effect to the ILEC Spinco Subsidiaries foregoing clause (i)) to be transferred, assigned, delivered and conveyed to xpedx Intermediate or a wholly owned Subsidiary of xpedx Intermediate, (iii) cause the ILEC Spinco Liabilities (other than those of xpedx Foreign Sub or any of its Subsidiaries (after giving effect to the foregoing clause (i)) to be assumed by xpedx Intermediate or any Subsidiary of xpedx Intermediate, (iv) cause each Spinco Subsidiary not to hold any Assets that are not Spinco Assets or be liable for any Liabilities that are not Spinco Liabilities, in each case as of immediately prior to the Distribution, and (v) transfer, assign, deliver and convey to Spinco all of the membership interests in xpedx Intermediate. Spinco shall, and shall cause the Spinco Subsidiaries to Spinco (including by contributing stock of an entity holding one or more ILEC Spinco Subsidiaries). Spinco shall assume or cause the applicable Spinco Subsidiaries to assumeto, and thereafter timely pay, perform and discharge, when and as due, or cause the applicable Spinco Subsidiaries to thereafter timely pay, perform and discharge, when and as due, all of the Spinco Liabilities. For the avoidance of doubt, the obligation of IP to transfer the Leased Real Property will be satisfied by IP and Spinco entering into, as of the Distribution Date, a sublease or lease assignment in the form of one of Exhibits X-0, X-0, X-0 and B-4, as applicable, with such changes as a Third-Party Landlord may reasonably request and which changes are approved by UWWH, and if such changes adversely affect IP, approved by IP. Prior to receipt of any required Third-Party Landlord consents to such lease assignment and/or sublease, following the Contributions, such Leased Real Property and the related Lease will be a Delayed Transfer Asset subject to Section 2.2. IP shall use its reasonable best efforts to obtain any Third-Party Landlord consent to any lease assignment or sublease pertaining to Leased Real Property, which is required in order to effect the transactions contemplated herein; provided that, neither IP nor Spinco shall enter into or otherwise agree to any modification of the terms of any Lease that is required in order to effect the transactions contemplated herein (it being understood and agreed that the terms of Exhibits X-0, X-0, X-0 and B-4 as agreed by IP and UWWH do not constitute a modification to the terms of any Lease) that would adversely affect Spinco or any other member of the Spinco Group (including due to an increase in rent or other incremental cost to any member of the Spinco Group under such Lease) without the prior written consent of UWWH. (b) Nothing Notwithstanding Section 2.1(a), IP may, if it deems necessary or desirable, change the timing or manner by which the direct or indirect transfer to, and assumption by, Spinco of the Spinco Assets and the Spinco Liabilities is effected, so long as, (i) immediately prior to the Distribution, all of the Spinco Assets and Spinco Liabilities, and no other Assets or Liabilities, are held by xpedx Intermediate or one or more Subsidiaries thereof and (ii) any such change would not (A) have any actual or potential adverse economic (including Tax) impact on Spinco or any other member of the Spinco Group, unless IP agrees to fully indemnify such member of the Spinco Group therefor, (B) be inconsistent with the intended tax-free treatment of the transactions contemplated herein or compromise the ability to obtain the IRS Ruling (as defined in the Tax Matters Agreement), (C) make the restrictions under Section 6.02 of the Tax Matters Agreement any more onerous to Spinco or (D) cause any member of the Spinco Group to own or hold or otherwise incur Liability in respect of any Excluded Liability, unless IP agrees to fully indemnify such member of the Spinco Group therefor. In the event of any such change, references in this Agreement (including, for the avoidance of doubt, Section 6.6) to “Contributions” shall be deemed to require refer to the transfer Contributions as so changed. Notwithstanding the foregoing, IP shall (x) give notice to Spinco and UWWH of any Assets material change to (1) the structure of the Contributions or (2) the assumption internal restructuring transactions contemplated in the preamble hereto, (y) consult with Spinco and UWWH in good faith to determine whether such changes are permitted under this Section 2.1(b) and (z) indemnify each member of the Spinco Group and UWWH and its Subsidiaries for any Losses incurred by any of them arising out of or related to any such changes or as a result of any Liabilities which actions or omissions by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed. The rights and obligations of the Parties in respect of removing such impediments IP (including pursuing and obtaining all applicable consentsor, waivers and approvals in connection with the Contribution) and in respect of such Assets and Liabilities prior to the extent not transferred Closing, the Spinco Group) in reliance on the Distribution Date are set forth in the Merger Agreement and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewithSection 2.1(b). (c) The Except for certain of the matters addressed in ARTICLE V and the defined terms used therein and for purposes of determining the amount of Indemnifiable Losses, the rights and obligations of the Parties with respect to Intellectual Property Assets Taxes shall be governed exclusively by the Intellectual Property Tax Matters Agreement and, to the extent applicable, the Merger Agreement and the Tax Receivable Agreement. Accordingly, Intellectual Property Assets assets and liabilities relating to Intellectual Property Assets Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. In the event of any inconsistency between this Agreement and the Intellectual Property Tax Matters Agreement, the terms of the Intellectual Property Agreement shall control. The rights and obligations of the Parties with respect to Taxes shall be governed exclusively by the Tax Sharing Agreement and, to the extent applicable, the Merger Agreement. Accordingly, assets and liabilities relating to Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement (except to the extent included in Current Assets or Current Liabilities as provided herein). In the event of any inconsistency between this Agreement and the Tax Sharing Agreement or the Merger Tax Receivable Agreement, the terms of the Tax Sharing Matters Agreement, the Merger Agreement or the Merger Agreement, as the case may be, shall control. Except in the case of Section 2.3 of this Agreement, the rights and obligations of the Parties with respect to any current or former directors, officers or employees, any compensation or benefits and any benefit plans, programs, agreements or arrangements shall be governed exclusively by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. Accordingly, assets and liabilities relating to current or former directors, officers or employees, and compensation or benefits and any benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. The rights and obligations of the Parties with respect to collective bargaining agreements and practices, including collective bargaining agreements of the Spinco Business, memoranda of agreement and memoranda of understanding, and the rights and obligations arising under those contracts and practices on benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement, and shall be governed exclusively by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. In the event of any inconsistency between this Agreement and the Employee Matters Agreement or the Merger Agreement, the Employee Matters Agreement or the Merger Tax Receivable Agreement, as the case may be, shall control. (d) Each of Spinco and UWWH hereby waives IP’s and the IP Group’s compliance with the requirements and provisions of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer, assignment, delivery, conveyance or sale of any or all of the Spinco Assets or Spinco Liabilities to any member of the Spinco Group. (e) Prior to the Distribution Date, IP and Spinco shall use their respective reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority required in connection with the Contributions or any other transactions contemplated by this Agreement.

Transfers of Spinco Assets and Spinco Liabilities. ‌ (a) Subject to Section 2.1(b) and, in the case of Information, Article VIIVIII, on or prior to the Distribution Date, Verizon shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance of (i) of the Non-ILEC Spinco Assets and the Non-ILEC Spinco Liabilities to the Non-ILEC Spinco Subsidiary, Subsidiary and (ii) of the ILEC Spinco Assets and the ILEC Spinco Liabilities to the ILEC Spinco Subsidiaries and (iii) the ILEC Spinco Subsidiaries to Spinco (including by contributing stock of an entity holding one or more ILEC Spinco Subsidiaries)Subsidiary. Spinco shall assume or cause the applicable Spinco Subsidiaries to assume, and thereafter timely pay, perform and discharge, when and as due, or cause the applicable Spinco Subsidiaries to thereafter timely pay, perform and discharge, when and as due, all of the Spinco Liabilities. (b) Nothing in this Agreement (including, for the avoidance of doubt, Section 6.67.6) shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed. The rights and obligations of the Parties parties in respect of removing such impediments impediments, (including pursuing and obtaining all applicable consents, waivers and approvals in connection with the Contribution) and in respect of such Assets and Liabilities to the extent not transferred on the Distribution Date are set forth in the Merger Agreement and no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith.therewith.‌ (c) The rights and obligations of the Parties parties with respect to Intellectual Property Assets Taxes shall be governed exclusively by the Intellectual Property Tax Sharing Agreement (and, to the extent applicable, the Merger Agreement). Accordingly, Intellectual Property Assets and liabilities items relating to Intellectual Property Assets Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. In the event of any inconsistency between this Agreement and the Intellectual Property Tax Sharing Agreement, the terms of the Intellectual Property Tax Sharing Agreement shall control. The In addition, the rights and obligations of the Parties parties with respect to Taxes benefit plans, programs, agreements and arrangements shall be governed exclusively by the Tax Sharing Agreement and, to the extent applicable, the Merger Employee Matters Agreement. Accordingly, assets and liabilities relating to Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement (except to the extent included in Current Assets or Current Liabilities as provided herein). In the event of any inconsistency between this Agreement and the Tax Sharing Agreement or the Merger Agreement, the terms of the Tax Sharing Agreement or the Merger Agreement, as the case may be, shall control. Except in the case of Section 2.3 of this Agreement, the rights and obligations of the Parties with respect to any current or former directors, officers or employees, any compensation or benefits and any benefit plans, programs, agreements or arrangements shall be governed exclusively by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. Accordingly, assets and liabilities relating to current or former directors, officers or employees, and compensation or benefits and any benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this AgreementSection 2.1. The rights and obligations of the Parties parties with respect to collective bargaining agreements and practices, including Spinco collective bargaining agreements of the Spinco Businessagreements, memoranda of agreement and memoranda of understanding, and the rights and obligations arising under those contracts and practices on benefit plans, programs, agreements and arrangements shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, of this AgreementSection 2.1, and shall be governed exclusively by are described in the Employee Matters Agreement and, to the extent applicable, the Merger Agreement. In the event of any inconsistency conflict between this Agreement Section 2.1, or any other Section of this Agreement, and the Employee Matters Agreement or the Merger Agreement, the Employee Employment Matters Agreement or the Merger Agreement, as the case may be, shall control.control.‌