Common use of Additional Transfers of Assets Clause in Contracts

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange and ending on the date one year following the IPO Closing Date, if Transocean in its good faith judgment, after reasonable consultation with the General Counsel of TODCO, or other person designated by TODCO, identifies any asset owned by a member of the Transocean Group or a member of the TODCO Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange was used primarily in the TODCO Business and is then owned by a member of the Transocean Group or (ii) during the twelve (12) month period prior to the date of the Exchange was used primarily in the Transocean Business and is then owned by a member of the TODCO Group, Transocean or TODCO, as the case may be, shall or shall cause any such asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by TODCO or Transocean, as the case may be, as the appropriate transferee. (b) The parties hereto acknowledge and agree that any transfers pursuant to this Section 2.8 are to be made without any additional consideration. (c) All conveyances, assignments, transfers and deliveries of assets occurring after the Exchange pursuant to this Section 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset transferred pursuant to this Section 2.8 to a member of the TODCO Group shall be deemed an asset of the TODCO Business, and any asset transferred to a member of the Transocean Group shall be deemed an asset of the Transocean Business.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange Distribution Date and ending on the date one year following the IPO Closing Distribution Date, if Transocean Noble in its good faith judgment, after reasonable consultation with the General Counsel of TODCOParagon, or other person designated by TODCOParagon, identifies any asset Asset owned by a member of the Transocean Noble Group or a member of the TODCO Paragon Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange this Agreement was used primarily in the TODCO Paragon Business and is then owned by a member of the Transocean Noble Group or (ii) during the twelve (12) month period prior to the date of the Exchange this Agreement was used primarily in the Transocean Noble Business and is then owned by a member of the TODCO Paragon Group, Transocean or TODCOand Noble determines that it is appropriate under the then existing circumstances that such a conveyance, as the case may beassignment, shall or transfer and delivery of such Asset should be effected, then Noble and Paragon shall cause any such asset Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 2.3 to the entity identified by TODCO Paragon or TransoceanNoble, as the case may be, as the appropriate transfereetransferee with its Group. (b) The parties hereto Parties acknowledge and agree that any transfers pursuant to this Section 2.8 2.7 are to be made without payment of any additional considerationconsideration therefor. (c) All conveyances, assignments, transfers and deliveries of assets Assets occurring after the Exchange Distribution Date pursuant to this Section 2.8 2.7 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset Asset transferred pursuant to this Section 2.8 2.7 to a member of the TODCO Paragon Group shall be deemed an asset of the TODCO Businessa Paragon Asset, and any asset Asset transferred to a member of the Transocean Noble Group shall be deemed an asset a Noble Asset. The Parties agree that, as of the Transocean BusinessDistribution Date (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.7, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange Distribution Date and ending on the date one year following first anniversary of the IPO Closing Distribution Date, if Transocean CHK or SSE, in its good faith judgmentGood Faith Judgment, after reasonable consultation with the General Counsel of TODCO, or other person designated by TODCOParty, identifies any asset Asset (other than Excluded Assets) owned by a member of the Transocean CHK Group or a member of the TODCO SSE Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange Distribution Date was used primarily in the TODCO SSE Business and is then owned by a member of the Transocean CHK Group or (ii) during the twelve (12) month period prior to the date of the Exchange Distribution Date was used primarily in the Transocean CHK Business and is then owned by a member of the TODCO SSE Group, Transocean CHK or TODCOSSE, as the case may be, upon written request, shall or shall cause any such asset Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by TODCO SSE or TransoceanCHK, as the case may be, as the appropriate transferee. (b) The parties hereto Parties acknowledge and agree that any transfers pursuant to this Section 2.8 are to be made without payment of any additional considerationconsideration therefor. (c) All conveyances, assignments, transfers and deliveries of assets Assets occurring after the Exchange Distribution pursuant to this Section 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset Asset transferred pursuant to this Section 2.8 to a member of the TODCO SSE Group shall be deemed an asset Asset of the TODCO SSE Business, and any asset Asset transferred to a member of the Transocean CHK Group shall be deemed an asset Asset of the Transocean CHK Business. The Parties agree that, as of the Distribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.8, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange Distribution Date and ending on the date one year following first anniversary of the IPO Closing Distribution Date, if Transocean CHK or SSE, in its good faith judgmentGood Faith Judgment, after reasonable consultation with the General Counsel of TODCO, or other person designated by TODCOParty, identifies any asset Asset owned by a member of the Transocean CHK Group or a member of the TODCO SSE Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange Distribution Date was used primarily in the TODCO SSE Business and is then owned by a member of the Transocean CHK Group or (ii) during the twelve (12) month period prior to the date of the Exchange Distribution Date was used primarily in the Transocean CHK Business and is then owned by a member of the TODCO SSE Group, Transocean CHK or TODCOSSE, as the case may be, upon written request, shall or shall cause any such asset Asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by TODCO SSE or TransoceanCHK, as the case may be, as the appropriate transferee. (b) The parties hereto Parties acknowledge and agree that any transfers pursuant to this Section 2.8 are to be made without payment of any additional considerationconsideration therefor. (c) All conveyances, assignments, transfers and deliveries of assets Assets occurring after the Exchange Distribution pursuant to this Section 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset Asset transferred pursuant to this Section 2.8 to a member of the TODCO SSE Group shall be deemed an asset Asset of the TODCO SSE Business, and any asset Asset transferred to a member of the Transocean CHK Group shall be deemed an asset Asset of the Transocean CHK Business. The Parties agree that, as of the Distribution Time (or such earlier time as any such Asset may have been acquired or Liability assumed pursuant to a Prior Transfer), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets transferred pursuant to this Section 2.8, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

Additional Transfers of Assets. (a) Without limiting the generality of Section 2.1, for a period beginning on the date of the Exchange Date and ending on the date one year following the IPO Closing Date, if Transocean in its good faith judgment, after reasonable consultation with the General Counsel of TODCO, or other person designated by TODCO, identifies any asset owned by a member of the Transocean Group or a member of the TODCO Group, as applicable, that (i) during the twelve (12) month period prior to the date of the Exchange Date was used primarily in the TODCO Business and is then owned by a member of the Transocean Group or (ii) during the twelve (12) month period prior to the date of the Exchange Date was used primarily in the Transocean Business and is then owned by a member of the TODCO Group, Transocean or TODCO, as the case may be, shall or shall cause any such asset to be conveyed, assigned, transferred and delivered in accordance with Section 2.4 to the entity identified by TODCO or Transocean, as the case may be, as the appropriate transferee. (b) The parties hereto acknowledge and agree that any transfers pursuant to this Section 2.8 are to be made without any additional consideration. (c) All conveyances, assignments, transfers and deliveries of assets occurring after the Exchange Date pursuant to this Section 2.8 shall be governed by the terms of this Agreement. In furtherance of the foregoing, any asset transferred pursuant to this Section 2.8 to a member of the TODCO Group shall be deemed an asset of the TODCO Business, and any asset transferred to a member of the Transocean Group shall be deemed an asset of the Transocean Business.