Common use of The Separation and Related Transactions Clause in Contracts

The Separation and Related Transactions. (i) The Parties acknowledge that the Separation, subject to the terms and conditions hereof and of the Ancillary Agreements, will result in (A) JAX directly or indirectly operating the JAX Group and the JAX Business, owning all of the JAX Assets and being liable for all of the JAX Liabilities and (B) FNF directly or indirectly operating the FNF Group and the FNF Business, owning all of the FNF Assets and being liable for all of the FNF Liabilities. Notwithstanding anything herein to the contrary, this Section 2.2(a)(i) shall not apply to any Assets or Liabilities contributed, assigned, transferred, conveyed, licensed, delivered and/or assumed under any Ancillary Agreement, which shall be governed by the terms thereof. (ii) Subject to any Ancillary Agreement and to the extent that before the Effective Time, (A) any member of the FNF Group owns or is in possession of any JAX Asset or any member of the JAX Group owns or is in possession of any FNF Asset or (B) any member of the FNF Group is liable to any third party for any JAX Liability or any member of the JAX Group is liable to any third party for any FNF Liability, FNF and JAX shall, and shall cause the respective members of their Groups to, cooperate and use their respective commercially reasonable efforts to obtain the necessary Consents to, and shall, contribute, assign, transfer, convey and/or deliver any FNF Asset or JAX Asset, as the case may be, and/or assume any FNF Liability or JAX Liability, as the case may be, such that, on or before the Effective Time, JAX or a member of the JAX Group owns and is in possession of the JAX Assets and is solely liable for the JAX Liabilities and FNF or a member of the FNF Group owns and is in possession of the FNF Assets and is solely liable for the FNF Liabilities.