Common use of Transfer of Assets and Assumption of Liabilities Prior to Effective Time Clause in Contracts

Transfer of Assets and Assumption of Liabilities Prior to Effective Time. (i) Subject to Section 2.1(b), NHF and NXRT agree to take all actions necessary so that, immediately prior to the Effective Time, (A) the NXRT Group will own, to the extent it does not already own, all of the NXRT Assets and none of the NHF Assets, and (B) the NXRT Group will assume, to the extent it is not already liable for, all NXRT Liabilities. (ii) The provisions of Section 2.1(a)(i) shall be implemented by Freedom REIT contributing all of its right, title and interest in and to the NXRT Assets to New LLC and causing New LLC to assume all of the NXRT Liabilities, and immediately thereafter but before the Effective Time, Freedom REIT distributing all of its membership interests in New LLC to NHF, and then immediately thereafter but before the Effective Time, NHF causing New LLC to merge with and into NXRT OP in consideration of the issuance to NHF of shares of NXRT Common Stock with NXRT OP as the surviving entity in the merger.

Transfer of Assets and Assumption of Liabilities Prior to Effective Time. (i) Subject to Section 2.1(b), NHF and NXRT agree to take all actions necessary so that, immediately prior to the Effective Time, (A) the NXRT Group will own, to the extent it does not already own, all of the NXRT Assets and none of the NHF Assets, and (B) the NXRT Group will assume, to the extent it is not already liable for, all NXRT Liabilities. (ii) The provisions of Section 2.1(a)(i) shall be implemented by Freedom REIT contributing all of its right, title and interest in and to the NXRT Assets to New LLC and causing New LLC to assume all of the NXRT Liabilities, and immediately thereafter but before the Effective Time, Freedom REIT distributing all of its membership interests in New LLC to NHF, and then immediately thereafter but before the Effective Time, NHF causing New LLC to merge with and into NXRT OP in consideration of the issuance to NHF of 21,293,724 shares of NXRT Common Stock with NXRT OP as the surviving entity in the merger.