Common use of Transfer of Assets and Assumption of Liabilities Clause in Contracts

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Group in, to and under all SpinCo Assets not already owned by the SpinCo Group, (ii) transfer and convey to one or more members of the Honeywell Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Assets not already owned by the Honeywell Group, (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and (iv) cause one or more members of the Honeywell Group to assume all of the Honeywell Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification Agreement. (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any Honeywell Asset or Honeywell Liability, as the case may be, (ii) the transfer or conveyance by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred prior to the Distribution, except as otherwise required by applicable Law or a Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Asset or Honeywell Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (d) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (e) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and Prior to the extent not previously effected pursuant Distribution and subject to Section 2.01(e), the steps of Parties shall cause the Plan of Reorganization that have been completed prior Separation to the date of this Agreement, subject be completed. (b) Subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or and transfer and take such other corporate actions as are necessary to: to (i) transfer and convey to one or more members of the SpinCo Group NBI all of the right, title and interest of the Honeywell Neurotrope Group in, to and under all SpinCo NBI Assets not already owned by the SpinCo Group, NBI, (ii) transfer and convey to one or more members of the Honeywell Neurotrope Group all of the right, title and interest of the SpinCo Group NBI in, to and under all Honeywell Neurotrope Assets not already owned by the Honeywell Neurotrope Group, , (iii) cause one or more members of the SpinCo Group NBI to assume all of the SpinCo NBI Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and Neurotrope Group and (iv) cause one or more members of the Honeywell Neurotrope Group to assume all of the Honeywell Neurotrope Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of ReorganizationNBI. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVII. (bc) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo NBI or the acceptance or assumption by Neurotrope (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Neurotrope Group) of any Honeywell Neurotrope Asset or Honeywell Neurotrope Liability, as the case may be, (ii) the transfer or conveyance by Honeywell Neurotrope (or a member of the Honeywell Neurotrope Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) by NBI of any SpinCo NBI Asset or SpinCo NBI Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (cd) In the event that it is discovered after the Distribution that there was (i) a transfer or conveyance (i) by SpinCo NBI or the acceptance or assumption by Neurotrope (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Neurotrope Group) of any SpinCo NBI Asset or SpinCo NBI Liability, as the case may be, or (ii) a transfer or conveyance by Honeywell Neurotrope (or a member of the Honeywell Neurotrope Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) by NBI of any Honeywell Neurotrope Asset or Honeywell Neurotrope Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (de) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of and after the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its GroupParty, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumabletransferable, as the case may be, each Party shall, and Parties shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d2.01(e) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (ef) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or the Party intended to assume such Liability, as applicable, Liability advances or agrees to reimburse it for the applicable expendituresnecessary funds. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior Prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment assignment, transfer or transfer conveyance and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Parent Group in, to and under all SpinCo Assets not already owned by the SpinCo Group,; (ii) transfer and convey to one or more members of the Honeywell Parent Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Parent Assets not already owned by the Honeywell Parent Group,; (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations Liabilities of any member of the Honeywell Parent Group, ; and (iv) cause one or more members of the Honeywell Parent Group to assume all of the Honeywell Parent Liabilities to the extent such Liabilities would otherwise remain obligations Liabilities of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrarycontrary herein, neither Party shall be required to transfer any Information Information, except as required by Article VIII VII or by any Ancillary Agreement, or any insurance policies (which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVIII). (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, or (ii) the transfer or conveyance by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, for no consideration and subject to Section 2.05. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Final Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, for no additional consideration and subject to Section 2.05. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination. (d) To the extent that any transfer or conveyance of any Asset (other than in each case except with respect to Shared Contracts, which are governed solely by Section 2.05; 2.04, or the fee interests (or local equivalent), leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04the REMA): (w) a Consent has not been obtained on or prior to the Distribution without which the sale, assignment, conveyance, transfer or delivery of an Asset as contemplated hereunder would be null and void or otherwise constitute a breach or other contravention (or for which the failure to obtain such consent in connection with a sale, assignment, conveyance, transfer or delivery of an Asset as contemplated hereunder would result in the loss of any claim, right or benefit arising out of or resulting from such Asset); (x) the sale, assignment, conveyance, transfer or acceptance delivery of an Asset as contemplated hereunder would be a violation of applicable Law; (y) an operational prerequisite to the receipt by the SpinCo Group or assumption Parent Group of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall an Asset as contemplated hereunder has not have been completed satisfied prior to the Distribution; or (z) an Asset cannot otherwise be sold, assigned, conveyed, transferred or delivered as contemplated hereby prior to the Distribution (each, a “Delayed Asset” subject to a “Transfer Limitation”), the Parties agree, on behalf of themselves and the members of their respective Groups, that: (i) this Agreement shall not constitute an assignment, an attempted assignment or an agreement to sell, convey, assign, transfer or deliver such Delayed Asset at or prior to the Distribution; (ii) each member of the Parent Group and member of the SpinCo Group shall use reasonable best efforts to effect such transfersatisfy the applicable Transfer Limitation to permit the sale, assignment, conveyance, acceptance transfer or assumption delivery of such Delayed Asset as promptly following contemplated hereby; (iii) the Parent Group member or SpinCo Group member, as applicable, holding a Delayed Asset shall hold (and retain legal title to or, in the case of a Delayed Asset that is a Contract, continue to be party to) such Delayed Asset on behalf, or for the account, of the Party (or the member of such Party’s Group) entitled to receive such Delayed Asset hereunder and such Party shall have the economic benefits (including fees, proceeds and any claims and rights) associated with such Delayed Asset; and (iv) except as expressly provided in this Section 2.01(d), each Delayed Asset shall be treated as a SpinCo Asset or a Parent Asset, as applicable, for all purposes of this Agreement, including for purposes of the definitions of SpinCo Liabilities or Parent Liabilities, as applicable. (e) To the extent that (i) a Consent has not been obtained on or prior to the Distribution as shall be practicable. Nothing without which the assumption of a Liability contemplated hereunder would constitute a violation of Law or would render such assumption null and void or otherwise constitute a breach or other contravention, or (ii) such Liability relates to a Delayed Asset (each, in the case of clause (i) or (ii), a “Delayed Liability” subject to a Transfer Limitation), the Parties agree, on behalf of themselves and the members of their respective Groups, that: (i) this Agreement shall be deemed not constitute an assumption or an agreement to require assume such Delayed Liability at or prior to the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms Distribution; (or the terms of any Contract relating to such Asset or Liabilityii) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties each Parent Group member and SpinCo Group member shall use reasonable best efforts to obtain satisfy the applicable Transfer Limitation to permit the assumption of such Delayed Liability as contemplated hereby; (iii) the Party (or member of such Party’s Group) that is required to assume such Delayed Liability hereunder shall bear the economic burdens (including the obligation to perform and pay taxes on income) of such Delayed Liability and shall indemnify and hold harmless the other Party (and members of its Group) from and against any necessary Governmental Approvals and other Consents for all Liabilities to the transferextent relating to, conveyancearising out of or resulting from such Delayed Liability; and (iv) except as expressly provided in this Section 2.01(e), acceptance each Delayed Liability shall be treated as a SpinCo Liability or assumption (a Parent Liability, as applicable, for all purposes of this Agreement. (f) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as furtherance of the Distributionforegoing, the each Party retaining such Asset or Liability (or the member of the such Party’s Group retaining such Group) which holds or is subject to a Delayed Asset or Delayed Liability (in each case, the “Transferring Party”) agrees following the Distribution (for so long as the applicable Asset or Liability remains a Delayed Asset or a Delayed Liability): (i) shall thereafter to hold such Delayed Asset for the use and benefit of the Party (or member of such Party’s Group) otherwise entitled thereto to receive such Delayed Asset (at the expense of such other Party or the Party entitled theretoapplicable member of such other Party’s Group) and or retain such Delayed Liability for the account, and at the expense, account of the Party by whom (or the member of such Party’s Group) required to assume such Delayed Liability should have been assumed (at the expense of such Party) (the Party, or accepted pursuant the member of such Party’s Group, entitled to this Agreementreceive such Asset or required to assume such Delayed Liability, the “Receiving Party”), and take such other actions (including enforcing rights in respect of such Delayed Asset against any third party (including any Governmental Authority) as requested by, and for the benefit and at the expense of, the Receiving Party) as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may beReceiving Party, in order to place such Party or the member of its GroupReceiving Party, insofar as reasonably possible, in the same position as would have existed had such Delayed Asset or Delayed Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Delayed Asset or Delayed Liability, as the case may be. As ; (ii) not to take any action with respect to the Delayed Assets or Delayed Liabilities, other than at the written direction or with the written consent of the Receiving Party or any of its Representatives acting on the Receiving Party’s behalf, including disposing of any or all of the Delayed Assets, exercising rights (including voting rights) with respect to the Delayed Assets or defending against claims in respect of or settling Delayed Liabilities, in each case, against which action or operation the Receiving Party shall fully indemnify and when hold harmless the Transferring Party; provided, however, that the Receiving Party’s consent to any such Asset or Liability becomes transferable or assumable, as action shall be deemed given if a request for consent is made in writing to the case may be, each Receiving Party shall, and shall cause no objection to such action in writing is received by the members of Transferring Party within fifteen (15) days after the request; (iii) to use its Group to, use reasonable best efforts to promptly effect provide the Receiving Party with such transfer, conveyance, acceptance information and assistance as the Receiving Party may reasonably request in order to exercise its rights or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior perform its obligations with respect to the Distribution, except as otherwise required by applicable Law or a Determination.Delayed Assets and Delayed Liabilities; and (eiv) The Party retaining not to renew or extend the term of, increase any of its obligations under or transfer to a third Person (other than as contemplated hereby or in any Ancillary Agreement) or otherwise amend, modify or waive any rights under, any Contract constituting a Delayed Asset or Liability due to any Liabilities hereunder which constitute Delayed Liabilities, other than at the deferral written direction or with the prior written consent of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Receiving Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In To the event that Honeywell determines to seek novation extent monies are received or paid by the Transferring Party with respect to any of the Delayed Assets or Delayed Liabilities, the Transferring Party shall (i) receive or pay such monies for the sole benefit of the Receiving Party, (ii) transmit to the Receiving Party all such monies received by it as promptly as practicable following receipt thereof and (iii) be compensated by the Receiving Party for all such monies paid by it, in each case of (i) and (ii), net of the Transferring Party’s expenses incurred in connection with the foregoing; provided, that Parent may elect to have the obligations under this Section 2.01(g) satisfied through aggregated settlement or set-off payments between Parent and SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause or the members of their respective Groups. (h) Notwithstanding anything herein to the SpinCo Group to reasonably cooperate withcontrary, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation Parties agree with respect to a Delayed Asset that, unless otherwise agreed to by the Transferring Party and the Receiving Party, upon written notice by the Receiving Party to the Transferring Party that any Honeywell Liabilityapplicable Transfer Limitations have been satisfied, Honeywell such Delayed Asset shall reasonably cooperate withautomatically be deemed sold, assigned, conveyed, transferred and delivered by the Transferring Party to the Receiving Party without further consideration as of the Distribution Date or such earlier date on which the benefits of such Delayed Asset were intended to be transferred. If an automatic sale, assignment, conveyance, transfer or delivery may not be effected under applicable Law, each of the Transferring Party and Receiving Party shall immediately take all such actions as are required to effect such assignment, conveyance, transfer or delivery of such Delayed Asset to the Receiving Party. (i) Notwithstanding anything herein to the contrary, the Parties agree with respect to a Delayed Liability that, unless otherwise agreed to by the Transferring Party and the Receiving Party, upon written notice by the Receiving Party to the Transferring Party that the applicable Transfer Limitations have been satisfied, such Delayed Liability shall automatically be deemed assumed by the Receiving Party as of the Distribution Date or such earlier date on which the burdens of such Delayed Liability were intended to be assumed by the Receiving Party, and the Receiving Party shall cause automatically assume, undertake and agree to pay, satisfy, perform and discharge such Delayed Liability without further consideration. If the members automatic assumption of the Honeywell Group to reasonably cooperate with, SpinCo and the members Delayed Liability upon satisfaction of the SpinCo Group (includingapplicable Transfer Limitations may not be effected under applicable Law, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support each of the obligations of other members of the Honeywell Group) Transferring Party and Receiving Party shall immediately take all such actions as are required to cause effect such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date assumption of such novation; provided that Delayed Liability by the Receiving Party. (j) Notwithstanding anything herein to the contrary, neither Party nor any member of its Group their respective Groups shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation any Transfer Limitation to be obtained satisfied (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar feesfees of a third-party counterparty that are incurred in connection with satisfying the applicable Transfer Limitation, all of which in each case, if requested by such counterparty); provided, that each Party shall be reimbursed by responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the Receiving Party or the member of the Party’s Group entitled to such Asset or intended required to assume such Liability, as applicable, shall be responsible for recording or similar fees. (k) Any transfer, conveyance, acceptance or assumption made pursuant to Section 2.01(h) or Section 2.01(i) shall be treated by the Parties for all purposes of this Agreement as promptly if it had occurred as of the Distribution or such earlier effective date as provided in an applicable Local Transfer Agreement, except as otherwise required by applicable Law. (l) Without limiting any other provision hereof, each of Parent and SpinCo will take, and will cause each member of its Group to take, such actions as are reasonably practicablenecessary to consummate the Restructuring (whether prior to, at or after the Distribution, as applicable). The Parties agree that the manner in which the Restructuring has been implemented is solely at the discretion of Parent. (m) In the event that Parent determines to seek a novation or assignment and release with respect to any SpinCo Liability, SpinCo shall cooperate with, and shall cause the members of the SpinCo Group to cooperate with, Parent and the members of the Parent Group (including, where necessary, entering into appropriate instruments of assumption subject to Section 2.05 and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation or assignment and release to be obtained, on terms reasonably acceptable to SpinCo, and to have Parent and the members of the Parent Group released from all liability to third parties and, in the event SpinCo determines to seek a novation or assignment and release with respect to any Parent Liability, Parent shall cooperate with, and shall cause the members of the Parent Group to cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Parent providing parent guarantees in support of the obligations of other members of the Parent Group) to cause such novation or assignment an

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior Prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment assignment, transfer or transfer conveyance and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Parent Group in, to and under all SpinCo Assets not already owned by the SpinCo Group,; (ii) transfer and convey to one or more members of the Honeywell Parent Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Parent Assets not already owned by the Honeywell Parent Group,; (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations Liabilities of any member of the Honeywell Parent Group, ; and (iv) cause one or more members of the Honeywell Parent Group to assume all of the Honeywell Parent Liabilities to the extent such Liabilities would otherwise remain obligations Liabilities of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrarycontrary herein, neither Party shall be required to transfer any Information Information, except as required by Article VIII VII or by any Ancillary Agreement, or any insurance policies (which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVIII). (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, or (ii) the transfer or conveyance by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, for no consideration and subject to Section 2.05. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Final Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, for no additional consideration and subject to Section 2.05. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination. (d) To the extent that any transfer or conveyance of any Asset (other than in each case except with respect to Shared Contracts, which are governed solely by Section 2.05; 2.04, or the fee interests (or local equivalent), leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04the REMA, or Credit Support Instruments, which are governed solely by Article III): (w) a Consent has not been obtained on or prior to the Distribution without which the sale, assignment, conveyance, transfer or delivery of an Asset as contemplated hereunder would be null and void or otherwise constitute a breach or other contravention (or for which the failure to obtain such consent in connection with a sale, assignment, conveyance, transfer or delivery of an Asset as contemplated hereunder would result in the loss of any claim, right or benefit arising out of or resulting from such Asset); (x) the sale, assignment, conveyance, transfer or acceptance delivery of an Asset as contemplated hereunder would be a violation of applicable Law; (y) an operational prerequisite to the receipt by the SpinCo Group or assumption Parent Group of an Asset as contemplated hereunder has not been satisfied prior to the Distribution; or (z) an Asset cannot otherwise be sold, assigned, conveyed, transferred or delivered as contemplated hereby prior to the Distribution (each, in the case of clause (w), (x), (y) or (z), a “Delayed Asset” subject to a “Transfer Limitation”), the Parties agree, on behalf of themselves and the members of their respective Groups, that: (i) this Agreement shall not constitute an assignment, an attempted assignment or an agreement to sell, assign, convey, transfer or deliver such Delayed Asset at or prior to the Distribution; (ii) each member of the Parent Group and each member of the SpinCo Group shall use reasonable best efforts to satisfy the applicable Transfer Limitation to permit the sale, assignment, conveyance, transfer or delivery of such Delayed Asset as contemplated hereby; (iii) the Parent Group member or SpinCo Group member, as applicable, holding a Delayed Asset shall hold (and retain legal title to or, in the case of a Delayed Asset that is a Contract, continue to be party to) such Delayed Asset on behalf, or for the account, of the Party (or the member of such Party’s Group) entitled to receive such Delayed Asset hereunder and such Party shall have the economic benefits (including fees, proceeds and any Liability claims and rights) associated with such Delayed Asset; and (other than iv) except as expressly provided in this Section 2.01(d), each Delayed Asset shall be treated as a SpinCo Asset or a Parent Asset, as applicable, for all purposes of this Agreement, including for purposes of the definitions of SpinCo Liabilities or Parent Liabilities, as applicable. (e) To the extent that (in each case except with respect to Shared Contracts, which are governed solely by Section 2.05; 2.04, or the fee interests (or local equivalent), leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04the REMA, or Credit Support Instruments, which are governed solely by Article III): (i) required by a Consent has not been obtained on or prior to the Distribution without which the assumption of a Liability contemplated hereunder would constitute a violation of Law or would render such assumption null and void or otherwise constitute a breach or other contravention; or (ii) such Liability relates to a Delayed Asset (each, in the case of clause (i) or (ii), a “Delayed Liability” subject to a Transfer Limitation), the Parties agree, on behalf of themselves and the members of their respective Groups, that: (i) this Agreement shall not constitute an assumption, an attempted assumption or an agreement to assume such Delayed Liability at or prior to the Distribution; (ii) each Parent Group member and SpinCo Group member shall use reasonable best efforts to satisfy the applicable Transfer Limitation to permit the assumption of such Delayed Liability as contemplated hereby; (iii) the Party (or member of such Party’s Group) that is required to assume such Delayed Liability hereunder shall bear the economic burdens (including the obligation to perform and pay taxes on income) of such Delayed Liability and shall indemnify and hold harmless the other Party (and members of its Group) from and against any and all Liabilities to the extent relating to, arising out of or resulting from such Delayed Liability; and (iv) except as expressly provided in this Section 2.01(e), each Delayed Liability shall be treated as a SpinCo Liability or a Parent Liability, as applicable, for all purposes of this Agreement. (f) In furtherance of Section 2.01(d) and Section 2.01(e), each Party (or the member of such Party’s Group) which holds or is subject to any Delayed Asset or Delayed Liability (in each case, the “Transferring Party”) agrees following the Distribution or such earlier date on which the benefits and burdens of such Delayed Asset or Delayed Liability were intended to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be (for so transferred, conveyed, accepted or assumed. In long as the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such applicable Asset or Liability (or the member of the Party’s Group retaining such remains a Delayed Asset or a Delayed Liability): (i) shall thereafter to hold such Delayed Asset for the use and benefit of the Party (or member of such Party’s Group) otherwise entitled thereto to receive such Delayed Asset (at the expense of the Receiving Party entitled theretoor the applicable member of such Receiving Party’s Group) and or retain such Delayed Liability for the account, and account of the Receiving Party (or the member of such Receiving Party’s Group) required to receive or assume such Delayed Liability (at the expenseexpense of such Receiving Party) (the Party, or the member of such Party’s Group, entitled to receive such Asset or required to assume (directly or indirectly) such Delayed Liability, the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement“Receiving Party”), and take such other actions (including enforcing rights in respect of such Delayed Asset against any third party (including any Governmental Authority) as requested by, and for the benefit and at the expense of, the Receiving Party) as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may beReceiving Party, in order to place such Party or the member of its GroupReceiving Party, insofar as reasonably possible, in the same position as would have existed had such Delayed Asset or Delayed Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreementof the Distribution Date or such earlier date on which the benefits or burdens of such Delayed Asset or Delayed Liability were intended to be transferred, conveyed, accepted or assumed (as applicable), including in respect of possession, use, risk of loss, potential for gain and control over such Delayed Asset or Delayed Liability, as the case may be. As ; (ii) not to take any action with respect to any Delayed Assets or Delayed Liabilities, other than at the written direction or with the written consent of the Receiving Party or any of its Representatives acting on the Receiving Party’s behalf, including disposing of any or all of the Delayed Assets, exercising rights (including voting rights) with respect to the Delayed Assets or defending against claims in respect of or settling Delayed Liabilities, in each case, against which action or operation the Receiving Party shall fully indemnify and when hold harmless the Transferring Party; provided, however, that the Receiving Party’s consent to any such Asset or Liability becomes transferable or assumable, as action shall be deemed given if a request for consent is made in writing to the case may be, each Receiving Party shall, and shall cause no objection to such action in writing is received by the members of Transferring Party within fifteen (15) days after the request; (iii) to use its Group to, use reasonable best efforts to promptly effect provide the Receiving Party with such transfer, conveyance, acceptance information and assistance as the Receiving Party may reasonably request in order to exercise its rights or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior perform its obligations with respect to the Distribution, except as otherwise required by applicable Law or a Determination.Delayed Assets and Delayed Liabilities; and (eiv) The Party retaining not to renew or extend the term of, increase any of its obligations under or directly or indirectly assign, convey or transfer to a third Person (in whole or in part, including any transfer or assignment by operation of law or through any sale, merger or other disposition of equity interests) to a third Person (other than as contemplated hereby or in any Ancillary Agreement) or otherwise amend, modify or waive any rights or obligations under, any Contract constituting a Delayed Asset or Liability due to any Liabilities thereunder which constitute Delayed Liabilities, other than at the deferral written request or with the prior written consent of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant Receiving Party; provided that, with respect to this Section 2.01 or otherwise any Specified Contract, SpinCo shall not be obligated by this Agreement, in connection with this Section 2.01, permitted to expend any money or direct Parent to take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by SpinCo is prohibited from taking under Section 2.01(b3.01(c)(iii), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In To the event that Honeywell determines to seek novation extent monies are received or paid by the Transferring Party with respect to any of the Delayed Assets or Delayed Liabilities, the Transferring Party shall (i) receive or pay such monies for the sole benefit of the Receiving Party, (ii) transmit to the Receiving Party all such monies received by it as promptly as practicable following receipt thereof and (iii) be compensated by the Receiving Party for all such monies paid by it, in each case of (i) and (ii), net of the Transferring Party’s expenses incurred in connection with the foregoing; provided, that Parent may elect to have the obligations under this Section 2.01(g) satisfied through aggregated settlement or set-off payments between Parent and SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause or the members of their respective Groups. (h) Notwithstanding anything herein to the SpinCo Group contrary (in each case except with respect to reasonably cooperate withShared Contracts, Honeywell and which are governed solely by Section 2.04, or the members of fee interests (or local equivalent), leasehold interests, subleasehold interests or other real property interests under the Honeywell Group (includingReal Estate Separation Documents, where necessarywhich are governed solely by the REMA, entering into appropriate instruments of assumption andor Credit Support Instruments, where necessarywhich are governed solely by Article III), SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation Parties agree with respect to any Honeywell LiabilityDelayed Asset that, Honeywell unless otherwise agreed to by the Transferring Party and the Receiving Party, upon written notice (together with evidence reasonably satisfactory to the Transferring Party) by the Receiving Party to the Transferring Party or by the Transferring Party to the Receiving Party, as applicable, that any applicable Transfer Limitations have been satisfied, such Delayed Asset shall automatically be deemed sold, assigned, conveyed, transferred and delivered by the Transferring Party to the Receiving Party without further consideration as of the Distribution Date or such earlier date on which the benefits of such Delayed Asset were intended to be transferred. If an automatic sale, assignment, conveyance, transfer or delivery may not be effected under applicable Law, each of the Transferring Party and Receiving Party shall as soon as practicable take all such actions as are required to effect such assignment, conveyance, transfer or delivery of such Delayed Asset to the Receiving Party, for no consideration and subject to Section 2.05. (i) Notwithstanding anything herein to the contrary (in each case except with respect to Shared Contracts, which are governed solely by Section 2.04, or the fee interests (or local equivalent), leasehold interests, subleasehold interests or other real property interests under the Real Estate Separation Documents, which are governed solely by the REMA, or Credit Support Instruments, which are governed solely by Article III), the Parties agree with respect to a Delayed Liability that, unless otherwise agreed to by the Transferring Party and the Receiving Party, upon written notice (together with evidence reasonably cooperate withsatisfactory to the Transferring Party) by the Receiving Party to the Transferring Party or by the Transferring Party to the Receiving Party, as applicable, that the applicable Transfer Limitations have been satisfied, such Delayed Liability shall automatically be deemed assumed by the Receiving Party as of the Distribution Date or such earlier date on which the burdens of such Delayed Liability were intended to be assumed by the Receiving Party, and the Receiving Party shall cause automatically assume, accept, undertake and agree to pay, satisfy, perform and discharge such Delayed Liability without further consideration. If the members automatic assumption of the Honeywell Group to reasonably cooperate with, SpinCo and the members Delayed Liability upon satisfaction of the SpinCo Group (includingapplicable Transfer Limitations may not be effected under applicable Law, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support each of the obligations of other members of the Honeywell Group) Transferring Party and Receiving Party shall as soon as practicable take all such actions as are required to cause effect such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date assumption of such novation; provided that Delayed Liability by the Receiving Party, for no consideration and subject to Section 2.05. (j) Notwithstanding anything herein to the contrary, but subject to Section 2.01(m), Section 2.01(n) and Article III, neither Party nor any member of its Group their respective Groups shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).guara

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and Prior to the extent not previously effected pursuant to the steps consummation of the Plan of Reorganization that have been completed prior to the date of this AgreementContribution, and subject to Section 2.01(e2.01(f), prior Vista Outdoor shall cause the Internal Transactions to the Distributionbe consummated. In connection therewith, the Parties Vista Outdoor shall, and shall cause their respective the members of the Vista Outdoor Group and the members of the Revelyst Subsidiary Group to, execute such instruments of assignment or transfer transfer, and take such other corporate actions as are necessary to: (i) assign, transfer and or convey to one or more members of the SpinCo Revelyst Subsidiary Group all of the right, title and interest of the Honeywell Vista Outdoor Group in, to and under all SpinCo Revelyst Assets not already owned by the SpinCo Revelyst Subsidiary Group,; (ii) assign, transfer and or convey to one or more members of the Honeywell Vista Outdoor Group all of the right, title and interest of the SpinCo Revelyst Subsidiary Group in, to and under all Honeywell Vista Outdoor Assets not already owned by the Honeywell Vista Outdoor Group,; (iii) cause one or more members of the SpinCo Revelyst Subsidiary Group to assume all of the SpinCo Revelyst Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Vista Outdoor Group, ; and (iv) cause one or more members of the Honeywell Vista Outdoor Group to assume all of the Honeywell Vista Outdoor Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Revelyst Subsidiary Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrarycontrary in this Agreement, neither Party no member of the Vista Outdoor Group or the Revelyst Subsidiary Group shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVI. (b) Subject to the satisfaction (or, to the extent permitted by Law, waiver by the Parties entitled to the benefit thereof) of each of the conditions to Closing set forth in Article VIII of the Merger Agreement (other than (i) the condition set forth in Section 7.01(d) of the Merger Agreement and (ii) those conditions that by their nature are to be satisfied at the Closing; provided that the conditions referred to in this clause (ii) are reasonably capable of being satisfied at the Closing), and subject to Section 2.01(f), Vista Outdoor shall consummate the Contribution immediately prior to the Closing, by contributing the Contribution Amount to Revelyst in exchange for newly issued shares of Revelyst Common Stock. (c) In the event that it is discovered in the two (2) year period after the Distribution Closing that there was an omission of (i) the transfer or conveyance by SpinCo Revelyst (or a member of the SpinCo Revelyst Group) to, or the acceptance or assumption by, Honeywell Vista Outdoor (or a member of the Honeywell Vista Outdoor Group) of any Honeywell Vista Outdoor Asset or Honeywell Vista Outdoor Liability, as the case may be, (ii) the transfer or conveyance by Honeywell Vista Outdoor (or a member of the Honeywell Vista Outdoor Group) to, or the acceptance or assumption by, SpinCo Revelyst (or a member of the SpinCo Revelyst Group) of any SpinCo Revelyst Asset or SpinCo Revelyst Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the DistributionClosing, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall use shall, subject to Section 2.01(f), execute, acknowledge and deliver, and cause the members of their respective Groups to execute, acknowledge and deliver, all reasonable best efforts further documents in order to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the DistributionEffective Time, except as otherwise required by applicable Law or a Final Determination. (cd) In the event that it is discovered in the two (2) year period after the Distribution Closing that there was (i) a transfer or conveyance (i) by SpinCo Revelyst (or a member of the SpinCo Revelyst Group) to, or the acceptance or assumption by, Honeywell Vista Outdoor (or a member of the Honeywell Vista Outdoor Group) of any SpinCo Revelyst Asset or SpinCo Revelyst Liability, as the case may be, or (ii) a transfer or conveyance by Honeywell Vista Outdoor (or a member of the Honeywell Vista Outdoor Group) to, or the acceptance or assumption by, SpinCo Revelyst (or a member of the SpinCo Revelyst Group) of any Honeywell Vista Outdoor Asset or Honeywell Vista Outdoor Liability, as the case may be, the Parties shall use shall, subject to Section 2.01(f), execute, acknowledge and deliver, and cause the members of their respective Groups to execute, acknowledge and deliver, all reasonable best efforts further documents in order to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination. (de) With respect to any post-Closing transfer of an Asset required by Section 2.01(c), the Party required to make such transfer pursuant to this Agreement, on behalf of itself and the members of its Group, hereby grants to the receiving Party and the members of its Group a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Asset, effective as of the Effective Time and until such time that the Party required to make such transfer (or the applicable member of its Group) transfers such Asset to the receiving Party (or the applicable member of its Group) in accordance with Section 2.01(c). With respect to any post-Closing transfer back of an Asset required by Section 2.01(d), the Party required to make such transfer back pursuant to this Agreement, on behalf of itself and the members of its Group, hereby grants to the Party that should have retained such Asset and the members of its Group a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable and transferable right and license (or sublicense, as the case may be) to fully use, practice and otherwise exploit such Asset, effective as of the Effective Time and until such time that the Party required to make such transfer back (or the applicable member of its Group) transfers such Asset back to the Party that should have retained such Asset (or the applicable member of its Group) in accordance with Section 2.01(d). (f) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); ) or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed assumed, as the case may be, shall not have been completed prior to the DistributionClosing, the Parties shall use shall, subject to this Section 2.01(f), execute, acknowledge and deliver, and cause the members of their respective Groups to execute, acknowledge and deliver, all reasonable best efforts further documents in order to effect such transfer, conveyance, acceptance or assumption assumption, as the case may be, as promptly as reasonably practicable following the Distribution as shall be practicableClosing. Nothing Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that that, prior to and following the Closing, the Parties shall use commercially reasonable best efforts to obtain and make any necessary Governmental Approvals and other Consents necessary for the transfer, conveyance, acceptance or assumption (assumption, as applicable) the case may be, of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer; provided, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (e) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided further that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person Person, or expend any money or take any action that would require the expenditure of money, in order to cause obtain or make any such novation to be obtained Governmental Approval or other Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). In the event that any such transfer, conveyance, acceptance or assumption, as the case may be, has not been completed effective as of the Closing, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit, and at the expense, of the Party or the member of its Group to which such Asset should have been transferred or conveyed pursuant to this Agreement and retain such Liability for the account, and at the expense, of the Party or the member of its Group by which such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party or the member of its Group to which such Asset should have been transferred or conveyed pursuant to this Agreement, or by which such Liability should have been assumed or accepted pursuant to this Agreement, as the case may be, in order to place such Party or such member of its Group, insofar as reasonably possible without violation of the terms of such Asset or Liability (or the terms of any Contract relating to such Asset or Liability) or violation of Law, in substantially the same position as it would have been had such Asset or Liability been transferred, conveyed, accepted or assumed, as the case may be, as contemplated by this Agreement and so that the benefits and burdens relating to such Asset or Liability, as the case may be, including possession, use, risk of loss, potential for gain/loss and control over such Asset or Liability, as the case may be, are to inure from and after the Closing to such Party or such member of its Group. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, the Parties shall execute, acknowledge and deliver, and cause the members of their respective Groups to execute, acknowledge and deliver, all reasonable further documents in order to effect such transfer, conveyance, acceptance or assumption, as the case may be, as promptly as reasonably practicable. (g) The Party retaining any Asset or Liability due to the deferral of the transfer or conveyance of such Asset or the deferral of the acceptance or assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) or expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, Taxes, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group to which such Asset should have been transferred or conveyed pursuant to this Agreement or by which such Liability should have been assumed or accepted pursuant to this Agreement, as applicable, as promptly as reasonably practicable) unless and to the extent that the Party or the member of the Party’s Group to which such Asset should have been transferred or conveyed pursuant to this Agreement or by which such Liability should have been assumed or accepted pursuant to this Agreement, as applicable, advances or agrees to reimburse it for the applicable expenditures. For the avoidance of doubt, reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset intended to replace an Asset in the course of a Party’s obligation under Section 2.01(f). (h) To the extent permissible under applicable Law, Revelyst hereby waives compliance by each and every member of the Vista Outdoor Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Revelyst Assets to any member of the Revelyst Group. (i) To the extent permissible under applicable Law, Vista Outdoor hereby waives compliance by each and every member of the Revelyst Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Vista Outdoor Assets to any member of the Vista Outdoor Group. (j) In the event that Vista Outdoor determines to seek novation with respect to any Revelyst Liability, Revelyst shall reasonably cooperate with, and shall cause the members of the Revelyst Group to reasonably cooperate with, Vista Outdoor and the members of the Vista Outdoor Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Revelyst providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the Revelyst Group) to cause such novation to be obtained, on terms reasonably acceptable to Revelyst, and to have Vista Outdoor and the members of the Vista Outdoor Group released from all liability to third parties under the applicable Contract arising after the date of such novation and, in the event Revelyst determines to seek novation with respect to any Vista Outdoor Liability, Vista Outdoor shall reasonably cooperate with, and shall cause the members of the Vista Outdoor Group to reasonably cooperate with, Revelyst and the members of the Revelyst Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Vista Outdoor providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the Vista Outdoor Group) to cause such novation to be obtained, on terms reasonably acceptable to Vista Outdoor, and to have Revelyst and the members of the Revelyst Group released from all liability to third parties under the applicable Contract arising after the date of such novation; provided that neither Party nor any other member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty (other than any parent guaranty expressly contemplated by this Section 2.01(j)) or other financial accommodation) to any Person or expend any money or take any action that would require the expenditure of money, in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group intended to assume such Liability pursuant to this Agreement, as promptly as reasonably practicable). (k) The Contribution Amount that is contributed to Revelyst pursuant to Section 2.01(b) shall be increased by an amount necessary to ensure that, immediately following payment of the Contribution Amount and the deposit by Revelyst of the cash portion of the Merger Consideration with the Exchange Agent pursuant to the Merger Agreement, Revelyst shall have cash and cash equivalents, b

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and Prior to the extent not previously effected pursuant Distribution, and subject to Section 2.01(e), the steps of Parties shall cause the Plan of Reorganization that have been completed prior Internal Transactions to the date of this Agreement, subject be completed. (b) Subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or and transfer and take such other corporate actions as are necessary to: to (i) transfer and convey to one or more members of the SpinCo AdvanSix Group all of the right, title and interest of the Honeywell Group in, to and under all SpinCo AdvanSix Assets not already owned by the SpinCo AdvanSix Group, , (ii) transfer and convey to one or more members of the Honeywell Group all of the right, title and interest of the SpinCo AdvanSix Group in, to and under all Honeywell Assets not already owned by the Honeywell Group, , (iii) cause one or more members of the SpinCo AdvanSix Group to assume all of the SpinCo AdvanSix Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and Group and (iv) cause one or more members of the Honeywell Group to assume all of the Honeywell Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo AdvanSix Group, in each case of clauses (i) through (iv) ), in the manner contemplated by the Plan of Reorganization. Schedule I. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII VII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVIII. (bc) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo AdvanSix (or a member of the SpinCo AdvanSix Group) to, or the acceptance or assumption by, by Honeywell (or a member of the Honeywell Group) of any Honeywell Asset or Honeywell Liability, as the case may be, (ii) the transfer or conveyance by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo by AdvanSix (or a member of the SpinCo AdvanSix Group) of any SpinCo AdvanSix Asset or SpinCo AdvanSix Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (cd) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo AdvanSix (or a member of the SpinCo AdvanSix Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any SpinCo AdvanSix Asset or SpinCo AdvanSix Liability, as the case may be, or (ii) by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo AdvanSix (or a member of the SpinCo AdvanSix Group) of any Honeywell Asset or Honeywell Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (de) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Government Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of and after the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its GroupParty, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumabletransferable, as the case may be, each Party shall, and Parties shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d2.01(e) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (ef) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or the Party intended to assume such Liability, as applicable, Liability advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with Prior to the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and Distribution, to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior to the Distributionalready completed, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment assignment, transfer or transfer conveyance and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Parent Group in, to and under all SpinCo Assets not already owned by the SpinCo Group,; (ii) transfer and convey to one or more members of the Honeywell Parent Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Parent Assets not already owned by the Honeywell Parent Group,; (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations Liabilities of any member of the Honeywell Parent Group, ; and (iv) cause one or more members of the Honeywell Parent Group to assume all of the Honeywell Parent Liabilities to the extent such Liabilities would otherwise remain obligations Liabilities of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrarycontrary herein, neither Party shall be required to transfer any Information Information, except as required by Article VIII VII or by any Ancillary Agreement, or any insurance policies (which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVIII). (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, or (ii) the transfer or conveyance by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use commercially reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, for no consideration and subject to Section 2.05. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Final Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, the Parties shall use commercially reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, for no additional consideration and subject to Section 2.05. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination. (d) To With respect to each Delayed Asset, the extent that any Parties agree, on behalf of themselves and the members of their respective Groups, that: (i) this Agreement shall not constitute an assignment, an attempted assignment or an agreement to sell, convey, assign, transfer or conveyance of any deliver such Delayed Asset (other than Shared Contracts, which are governed solely by Section 2.05; at or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, ; (ii) each member of the Parties Parent Group and member of the SpinCo Group shall use commercially reasonable best efforts to effect such transfersatisfy the applicable Asset Transfer Limitation, if any, to permit the sale, assignment, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance delivery of any Assets such Delayed Asset as contemplated hereby; (iii) the Parent Group member or SpinCo Group member, as applicable, holding a Delayed Asset shall hold (and retain legal title to or, in the acceptance case of a Delayed Asset that is a Contract, continue to be party to) such Delayed Asset on behalf, or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transferaccount, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the such Party’s Group retaining Group) entitled to receive such Delayed Asset hereunder and such Party shall have the economic benefits (including fees, proceeds and any claims and rights) associated with such Delayed Asset; and (iv) except as expressly provided in this Section 2.01(d), each Delayed Asset shall be treated as a SpinCo Asset or a Parent Asset, as applicable, for all purposes of this Agreement, including for purposes of the definitions of SpinCo Liabilities or Parent Liabilities, as applicable. (e) With respect to each Delayed Liability, the Parties agree, on behalf of themselves and the members of their respective Groups, that: (i) this Agreement shall not constitute an assumption or an agreement to assume such Delayed Liability at or prior to the Distribution; (ii) each Parent Group member and SpinCo Group member shall use commercially reasonable efforts to satisfy the applicable Liability Transfer Limitation, if any, to permit the assumption of such Delayed Liability as contemplated hereby; (iii) the Party (or member of such Party’s Group) that is required to assume such Delayed Liability hereunder shall bear the economic burdens (including the obligation to perform and pay taxes on income) of such Delayed Liability and shall indemnify and hold harmless the other Party (and members of its Group) from and against any and all Liabilities to the extent relating to, arising out of or resulting from such Delayed Liability; and (iv) except as expressly provided in this Section 2.01(e), each Delayed Liability shall be treated as a SpinCo Liability or a Parent Liability, as applicable, for all purposes of this Agreement. (f) In furtherance of the foregoing, each Party (or the member of such Party’s Group) that holds or is subject to a Delayed Asset or Delayed Liability (in each case, the “Transferring Party”) shall thereafter following the Distribution (for so long as the applicable Asset or Liability remains a Delayed Asset or a Delayed Liability): (i) hold such Delayed Asset for the use and benefit of the Party (or member of such Party’s Group) otherwise entitled thereto to receive such Delayed Asset (at the expense of such other Party or the Party entitled theretoapplicable member of such other Party’s Group) and or retain such Delayed Liability for the account, and at the expense, account of the Party by whom (or the member of such Party’s Group) required to assume such Delayed Liability should have been assumed (at the expense of such Party) (the Party, or accepted pursuant the member of such Party’s Group, entitled to this Agreementreceive such Asset or required to assume such Delayed Liability, the “Receiving Party”), and take such other actions (including enforcing rights in respect of such Delayed Asset against any third party (including any Governmental Authority) as requested by, and for the benefit and at the expense of, the Receiving Party) as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyedReceiving Party, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its GroupReceiving Party, insofar as reasonably possible, in the same position as would have existed had such Delayed Asset or Delayed Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Delayed Asset or Delayed Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination.; (eii) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and with respect to the extent Delayed Assets or Delayed Liabilities, other than at the written direction or with the written consent of the Receiving Party or any of its Representatives acting on the member Receiving Party’s behalf, including disposing of any or all of the Delayed Assets, exercising rights (including voting rights) with respect to the Delayed Assets or defending against claims in respect of or settling Delayed Liabilities, in each case, against which action or operation the Receiving Party shall fully indemnify and hold harmless the Transferring Party; provided, however, that the Receiving Party’s Group entitled consent to receive any such action shall be deemed given if a request for consent is made in writing to the Receiving Party and no objection to such action in writing is received by the Transferring Party within 15 days after the request; (iii) use its commercially reasonable efforts to provide the Receiving Party with such information and assistance as the Receiving Party may reasonably request to exercise its rights or perform its obligations with respect to the Delayed Assets and Delayed Liabilities; and (iv) not renew or extend the term of, increase any of its obligations under or transfer to a third Person (other than as contemplated hereby or in any Ancillary Agreement) or otherwise amend, modify or waive any rights under, any Contract constituting a Delayed Asset or intended to assume such Liabilityany Liabilities hereunder that constitute Delayed Liabilities, as applicable, advances other than at the written direction or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each prior written consent of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of ReorganizationReceiving Party. (g) In To the event that Honeywell determines to seek novation extent monies are received or paid by the Transferring Party with respect to any of the Delayed Assets or Delayed Liabilities, the Transferring Party shall (i) receive or pay such monies for the sole benefit of the Receiving Party, (ii) transmit to the Receiving Party all such monies received by it as promptly as practicable following receipt thereof and (iii) be compensated by the Receiving Party for all such monies paid by it, in each case of (i) and (ii), net of the Transferring Party’s expenses incurred in connection with the foregoing; provided that Parent may elect to have the obligations under this Section 2.01(g) satisfied through aggregated settlement or set-off payments between Parent and SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause or the members of their respective Groups. (h) Notwithstanding anything herein to the SpinCo Group to reasonably cooperate withcontrary, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to a Consent Delayed Asset, unless otherwise agreed to by the Transferring Party and the Receiving Party, upon written notice by the Receiving Party to the Transferring Party that any Honeywell applicable Asset Transfer Limitations have been satisfied, such Consent Delayed Asset shall automatically be deemed sold, assigned, conveyed, transferred and delivered by the Transferring Party to the Receiving Party without further consideration as of the Distribution Date or such earlier date on which the benefits of such Consent Delayed Asset were intended to be transferred. On January 1, 2024, each U.S. Plan Delayed Asset shall automatically be deemed sold, assigned, conveyed, transferred and delivered by the Transferring Party to the Receiving Party without further consideration as of the Distribution Date. If an automatic sale, assignment, conveyance, transfer or delivery may not be effected under applicable Law, each of the Transferring Party and Receiving Party shall immediately take all such actions as are required to effect such assignment, conveyance, transfer or delivery of such Delayed Asset to the Receiving Party. (i) Notwithstanding anything herein to the contrary, with respect to a Consent Delayed Liability, Honeywell unless otherwise agreed to by the Transferring Party and the Receiving Party, upon written notice by the Receiving Party to the Transferring Party that the applicable Liability Transfer Limitations have been satisfied, such Consent Delayed Liability shall reasonably cooperate withautomatically be deemed assumed by the Receiving Party as of the Distribution Date or such earlier date on which the burdens of such Consent Delayed Liability were intended to be assumed by the Receiving Party, and the Receiving Party shall cause automatically assume, undertake and agree to pay, satisfy, perform and discharge such Consent Delayed Liability without further consideration. On January 1, 2024, each U.S. Plan Delayed Liability shall automatically be deemed assumed by the members Receiving Party as of the Honeywell Group to reasonably cooperate withDistribution Date, SpinCo and the members Receiving Party shall automatically assume, undertake and agree to pay, satisfy, perform and discharge such U.S. Plan Delayed Liability without further consideration. If the automatic assumption of the SpinCo Group (includingDelayed Liability may not be effected under applicable Law, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support each of the obligations of other members of the Honeywell Group) Transferring Party and Receiving Party shall immediately take all such actions as are required to cause effect such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date assumption of such novation; provided that Delayed Liability by the Receiving Party. (j) Notwithstanding anything herein to the contrary, neither Party nor any member of its Group their respective Groups shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person to cause any Transfer Limitation to be satisfied (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty that are incurred in order connection with satisfying the applicable Transfer Limitation, if any, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses, and the Receiving Party entitled to such Asset or required to assume such Liability, as applicable, shall be responsible for recording or similar fees. (k) Any transfer, conveyance, acceptance or assumption made pursuant to Section 2.01(h) or Section 2.01(i) shall be treated by the Parties for all purposes of this Agreement as if it had occurred as of the Distribution or such earlier effective date as provided in an applicable Local Transfer Agreement, except as otherwise required by applicable Law. (l) Without limiting any other provision hereof, each of Parent and SpinCo will take, and will cause each member of its Group to take, such actions as are reasonably necessary to consummate the Restructuring (whether prior to, at or after the Distribution, as applicable). The manner in which the Restructuring will be implemented is solely at the discretion of Parent. (m) In the event that Parent determines to seek a novation or assignment and release with respect to any SpinCo Liability, SpinCo shall cooperate with, and shall cause the members of the SpinCo Group to cooperate with, Parent and the members of the Parent Group (including, where necessary, entering into appropriate instruments of assumption subject to Section 2.05 and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation or assignment and release to be obtained, on terms reasonably acceptable to SpinCo, and to have Parent and the members of the Parent Group released from all liability to third parties, and in the event SpinCo determines to seek a novation or assignment and release with respect to any Parent Liability, Parent shall cooperate with, and shall cause the members of the Parent Group to cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Parent providing parent guarantees in support of the obligations of other members of the Parent Group) to cause such novation or assignment and release to be obtained, on terms reasonably acceptable to Parent, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties; provided, that neither Party nor any member of its Group shall be required to contribute capital or pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation, except as provided in this Section 2.01(m)) to any Person to cause such novation or assignment and release to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar feesfees of a third-party counterparty that are incurred in connection with the applicable novation or assignment and release, all of which in each case, if requested by such counterparty); provided that each Party shall be reimbursed by the Party or responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable)Liability shall be responsible for recording or similar fees.

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Group in, to and under all SpinCo Assets not already owned by the SpinCo Group, (ii) transfer and convey to one or more members of the Honeywell Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Assets not already owned by the Honeywell Group, (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and (iv) cause one or more members of the Honeywell Group to assume all of the Honeywell Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII VII or any insurance policies which are the subject of Article IXVIII; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification Agreement. (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any Honeywell Asset or Honeywell Liability, as the case may be, (ii) the transfer or conveyance by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred prior to the Distribution, except as otherwise required by applicable Law or a Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Asset or Honeywell Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (d) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (e) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with with, and in the plan and structure set forth on Schedule I (such plan and structure being referred to herein as manner contemplated by, the “Separation Step Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e2.01(d), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Parent Group in, to and under all SpinCo Assets not already owned by the SpinCo Group,; (ii) transfer and convey to one or more members of the Honeywell Parent Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Parent Assets not already owned by the Honeywell Parent Group,; (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Parent Group, ; and (iv) cause one or more members of the Honeywell Parent Group to assume all of the Honeywell Parent Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII VII, any Ancillary Agreement or any insurance policies (which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVIII). (b) In the event that it is discovered in the twelve (12) month period after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, be or (ii) the transfer or conveyance by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred prior to the Distribution, except as otherwise required by applicable Law or a Final Determination. (c) In the event that it is discovered in the twelve (12) month period after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell Parent (or a member of the Honeywell Parent Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell Parent (or a member of the Honeywell Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Parent Asset or Honeywell Parent Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination. (d) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; 2.04; or the fee interests (or local equivalent), leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); the REMA); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; 2.04; or the fee interests (or local equivalent), leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04the REMA) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution during the 12-month period following the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumedassumed; provided, further, that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such Governmental Approval or other Consent to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Final Determination. (e) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell Parent and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Separation Step Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Separation Step Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of ReorganizationSeparation Step Plan. (g) In the event that Honeywell Parent determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell Parent and the members of the Honeywell Parent Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell Parent and the members of the Honeywell Parent Group released from all liability to third parties arising after the date of such novation and and, in the event SpinCo determines to seek novation with respect to any Honeywell Parent Liability, Honeywell Parent shall reasonably cooperate with, and shall cause the members of the Honeywell Parent Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell Parent providing parent guarantees in support of the obligations of other members of the Honeywell Parent Group) to cause such novation to be obtained, on terms reasonably acceptable to HoneywellParent, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject to Section 2.01(e), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer and take such other corporate actions as are necessary to: (i) transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Honeywell Group in, to and under all SpinCo Assets not already owned by the SpinCo Group, (ii) transfer and convey to one or more members of the Honeywell Group all of the right, title and interest of the SpinCo Group in, to and under all Honeywell Assets not already owned by the Honeywell Group, (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and (iv) cause one or more members of the Honeywell Group to assume all of the Honeywell Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII VII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVIII. (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any Honeywell Asset or Honeywell Liability, as the case may be, (ii) the transfer or conveyance by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and the Ancillary Agreements the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred prior to the Distribution, except as otherwise required by applicable Law or a Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Honeywell (or a member of the Honeywell Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Honeywell (or a member of the Honeywell Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Honeywell Asset or Honeywell Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (d) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (e) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance connection with the plan Distribution, and structure set forth on Schedule I subject to Section 2.01(e), the Parties shall cause the Internal Transactions to be completed. (such plan and structure being referred to herein as the “Plan of Reorganization”b) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject Subject to Section 2.01(e), prior to the DistributionDirect Listing, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or and transfer and take such other corporate actions as are necessary to: to (i) transfer and convey to one or more members of the SpinCo PODC Group all of the right, title and interest of the Honeywell LVO Group in, to and under all SpinCo PODC Assets not already owned by the SpinCo PODC Group, , (ii) transfer and convey to one or more members of the Honeywell LVO Group all of the right, title and interest of the SpinCo PODC Group in, to and under all Honeywell LVO Assets not already owned by the Honeywell LVO Group, , (iii) cause one or more members of the SpinCo PODC Group to assume all of the SpinCo PODC Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and LVO Group and (iv) cause one or more members of the Honeywell LVO Group to assume all of the Honeywell LVO Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo PODC Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVII. (bc) In the event that it is discovered after the Distribution Direct Listing that there was an omission of (i) the transfer or conveyance by SpinCo PODC (or a member of the SpinCo PODC Group) to, or the acceptance or assumption by, Honeywell by LVO (or a member of the Honeywell LVO Group) of any Honeywell LVO Asset or Honeywell LVO Liability, as the case may be, (ii) the transfer or conveyance by Honeywell LVO (or a member of the Honeywell LVO Group) to, or the acceptance or assumption by, SpinCo by PODC (or a member of the SpinCo PODC Group) of any SpinCo PODC Asset or SpinCo PODC Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the DistributionDirect Listing, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the DistributionDirect Listing, except as otherwise required by applicable Law or a Determination. (cd) In the event that it is discovered after the Distribution Direct Listing that there was a transfer or conveyance (i) by SpinCo PODC (or a member of the SpinCo PODC Group) to, or the acceptance or assumption by, Honeywell by LVO (or a member of the Honeywell LVO Group) of any SpinCo PODC Asset or SpinCo PODC Liability, as the case may be, or (ii) by Honeywell LVO (or a member of the Honeywell LVO Group) to, or and the acceptance or assumption by, SpinCo by PODC (or a member of the SpinCo PODC Group) of any Honeywell LVO Asset or Honeywell LVO Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (de) In the event that after the Direct Listing (i) LVO (or a member of the LVO Group) receives any funds properly belonging to PODC (or a member of the PODC Group), or (ii) PODC (or a member of the PODC Group) receives any funds properly belonging to LVO (or a member of the LVO Group), the Parties shall use reasonable best efforts to promptly advise the other party, segregate and hold such funds in trust for the benefit of such other Party and promptly deliver such funds, together with any interest earned thereon, to an account or accounts designated in writing by such other Party. (f) In the event that after the Direct Listing (i) LVO (or a member of the LVO Group) receives any communications, notices or inquiries relating to PODC (or a member of the PODC Group), or (ii) PODC (or a member of the PODC Group) receives any communications, notices or inquiries relating to LVO (or a member of the LVO Group), the relevant Party shall use reasonable best efforts to notify the other Party thereof as promptly as reasonably practicable. (g) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the DistributionDirect Listing, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of and after the DistributionDirect Listing, the Party party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Groupparty, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumabletransferable, as the case may be, each Party shall, and Parties shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d2.01(e) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the DistributionDirect Listing Date, except as otherwise required by applicable Law or a Determination. (eh) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or the Party intended to assume such Liability, as applicable, Liability advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and Prior to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this AgreementDistribution, and subject to Section 2.01(e2.01(f), the Parties shall cause the Internal Transactions to be completed. (b) Subject to Section 2.01(f), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer transfer, and take such other corporate actions as are necessary to: (i) assign, transfer and or convey to one or more members of the SpinCo Costamare Bulkers Group all of the right, title and interest of the Honeywell Costamare Group in, to and under all SpinCo Costamare Bulkers Assets not already owned by the SpinCo Costamare Bulkers Group,, except for the CBI Shares and any Costamare Bulkers Assets that are Assets of CBI; (ii) assign, transfer and or convey to one or more members of the Honeywell Costamare Group all of the right, title and interest of the SpinCo Costamare Bulkers Group in, to and under all Honeywell Costamare Assets not already owned by the Honeywell Costamare Group,; (iii) cause one or more members of the SpinCo Costamare Bulkers Group to assume all of the SpinCo Costamare Bulkers Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Costamare Group, except for any Costamare Bulkers Liabilities that are Liabilities of CBI; and (iv) cause one or more members of the Honeywell Costamare Group to assume all of the Honeywell Costamare Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Costamare Bulkers Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVII. (bc) On the Distribution Date, (i) the Parties shall complete the CBI Purchase and (ii) Costamare Bulkers shall complete the CBI Minority Investor Exchange and enter into the CBI Minority Investor Letter Agreement, in each case, promptly after the Distribution is complete and upon consummation of the CBI Purchase and the CBI Minority Investor Exchange, each of Costamare and Costamare Bulkers shall, and shall cause the members of its Group to for all purposes treat the CBI Shares and all Assets and Liabilities of CBI as having been transferred to Costamare Bulkers as of the time of the Distribution. (d) In the event that it is discovered after the Distribution and the CBI Purchase that there was an omission of (i) the transfer or conveyance by SpinCo Co▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or a member of the SpinCo Costamare Bulkers Group) to, or the acceptance or assumption by, Honeywell Costamare (or a member of the Honeywell Costamare Group) of any Honeywell Asset or Honeywell Liability which after the Distribution and the CBI Purchase should constitute a Costamare Asset or Costamare Liability, as the case may be, (ii) the transfer or conveyance by Honeywell Co▇▇▇▇▇▇▇ (or a member of the Honeywell Costamare Group) to, or the acceptance or assumption by, SpinCo Costamare Bulkers (or a member of the SpinCo Costamare Bulkers Group) of any SpinCo Asset or SpinCo Liability which after the Distribution and the CBI Purchase should constitute a Costamare Bulkers Asset or Costamare Bulkers Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall shall, subject to Section 2.01(f), use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (ce) In the event that it is discovered after the Distribution and the CBI Purchase that there was a transfer or conveyance (i) by SpinCo Co▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or a member of the SpinCo Costamare Bulkers Group) to, or the acceptance or assumption by, Honeywell Co▇▇▇▇▇▇▇ (or a member of the Honeywell Costamare Group) of any SpinCo Asset or SpinCo Liability which after the Distribution and the CBI Purchase should constitute a Costamare Bulkers Asset or Costamare Bulkers Liability, as the case may be, or (ii) by Honeywell Co▇▇▇▇▇▇▇ (or a member of the Honeywell Costamare Group) to, or the acceptance or assumption by, SpinCo Costamare Bulkers (or a member of the SpinCo Costamare Bulkers Group) of any Honeywell Asset or Honeywell Liability which after the Distribution and the CBI Purchase should constitute a Costamare Asset or Costamare Liability, as the case may be, the Parties shall shall, subject to Section 2.01(f), use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer or conveyance made made, or acceptance or assumption rescinded rescinded, pursuant to this Section 2.01(c2.01(e) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (df) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); 2.03) or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.042.03) required by this Agreement to be so transferred, conveyed, accepted or assumed assumed, as the case may be, shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption assumption, as the case may be, as promptly as reasonably practicable following the Distribution as shall be practicableDistribution. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that that, prior to and following the Distribution, the Parties shall use reasonable best efforts to obtain and make any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed; provided further that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make any such Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the DistributionDistribution or, with respect to the CBI Shares, any Costamare Bulkers Assets that are Assets of CBI and any Costamare Bulkers Liabilities that are Liabilities of CBI, as of the time of the CBI Purchase, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit benefit, and at the expense, of the Party entitled thereto (at the expense of the Party entitled thereto) to which such Asset should have been transferred or conveyed pursuant to this Agreement and retain such Liability for the account, and at the expense, of the Party by whom which such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party or the member of its Group to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) which such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possiblepossible without violation of any contractual obligations to third parties, in the same position as it would have existed been had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this AgreementAgreement and so that the benefits and burdens relating to such Asset or Liability, as the case may be, including in respect of possession, use, risk of loss, potential for gain gain/loss and control over such Asset or Liability, as the case may be, are to inure from and after the Distribution or the CBI Purchase, as applicable, to such Party or the member of its Group. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party the Parties shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable)) as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior Except to the Distribution, except as extent otherwise required by applicable Law or a Determination, each of Costamare and Costamare Bulkers shall, and shall cause the members of its Group to for all purposes treat (i) any Asset and any Liability of CBI transferred, assigned or assumed after the CBI Purchase pursuant to this Section 2.01(f) as having been so transferred, assigned or assumed pursuant to the CBI Purchase and (ii) any other Asset and any Liability transferred, assigned or assumed after the Distribution pursuant to this Section 2.01(f) as having been so transferred, assigned or assumed immediately prior to the Distribution. (eg) The Party retaining any Asset or Liability required by this Agreement to be transferred, conveyed, accepted or assumed, as the case may be, due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group to which such Asset should have been transferred or conveyed pursuant to this Agreement or by which such Liability should have been assumed or accepted pursuant to this Agreement, as applicable, as promptly as reasonably practicable) unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. For the avoidance of doubt, reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset intended to replace an Asset in the course of a Party’s obligation under Section 2.01(f). (fh) Without limiting any other provision hereof, in connection Co▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ereby waives compliance by each and every member of the Costamare Group with the reorganization contemplated by Section 2.01(b), each requirements and provisions of Honeywell and SpinCo will take, and will cause each any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Costamare Bulkers Assets to any member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of ReorganizationCostamare Bulkers Group. (gi) Costamare hereby waives compliance by each and every member of the Costamare Bulkers Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Costamare Assets to any member of the Costamare Group. (j) In the event that Honeywell ▇▇▇▇▇▇▇▇▇ determines to seek novation with respect to any SpinCo Costamare Bulkers Liability, SpinCo Costamare Bulkers shall reasonably cooperate with, and shall cause the members of the SpinCo Costamare Bulkers Group to reasonably cooperate with, Honeywell ▇▇▇▇▇▇▇▇▇ and the members of the Honeywell Costamare Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo Costamare Bulkers providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the SpinCo Costamare Bulkers Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCoCostamare Bulkers, and to have Honeywell ▇▇▇▇▇▇▇▇▇ and the members of the Honeywell Costamare Group released from all liability to third parties arising after the date of such novation and and, in the event SpinCo ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ determines to seek novation with respect to any Honeywell Costamare Liability, Honeywell Costamare shall reasonably cooperate with, and shall cause the members of the Honeywell Costamare Group to reasonably cooperate with, SpinCo Costamare Bulkers and the members of the SpinCo Costamare Bulkers Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell Costamare providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the Honeywell Costamare Group) to cause such novation to be obtained, on terms reasonably acceptable to HoneywellCostamare, and to have SpinCo Costamare Bulkers and the members of the SpinCo Costamare Bulkers Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and Prior to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this AgreementDistribution, and subject to Section 2.01(e2.01(f), the Parties shall cause the Internal Transactions to be completed. (b) Subject to Section 2.01(f), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or transfer transfer, and take such other corporate actions as are necessary to: (i) assign, transfer and or convey to one or more members of the SpinCo Costamare Bulkers Group all of the right, title and interest of the Honeywell Costamare Group in, to and under all SpinCo Costamare Bulkers Assets not already owned by the SpinCo Costamare Bulkers Group,, except for the CBI Shares and any Costamare Bulkers Assets that are Assets of CBI; (ii) assign, transfer and or convey to one or more members of the Honeywell Costamare Group all of the right, title and interest of the SpinCo Costamare Bulkers Group in, to and under all Honeywell Costamare Assets not already owned by the Honeywell Costamare Group,; (iii) cause one or more members of the SpinCo Costamare Bulkers Group to assume all of the SpinCo Costamare Bulkers Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Costamare Group, except for any Costamare Bulkers Liabilities that are Liabilities of CBI; and (iv) cause one or more members of the Honeywell Costamare Group to assume all of the Honeywell Costamare Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Costamare Bulkers Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVII. (bc) On the Distribution Date, (i) the Parties shall complete the CBI Purchase and (ii) Costamare Bulkers shall complete the CBI Minority Investor Exchange and enter into the CBI Minority Investor Letter Agreement, in each case, promptly after the Distribution is complete and upon consummation of the CBI Purchase and the CBI Minority Investor Exchange, each of Costamare and Costamare Bulkers shall, and shall cause the members of its Group to for all purposes treat the CBI Shares and all Assets and Liabilities of CBI as having been transferred to Costamare Bulkers as of the time of the Distribution. (d) In the event that it is discovered after the Distribution and the CBI Purchase that there was an omission of (i) the transfer or conveyance by SpinCo ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or a member of the SpinCo Costamare Bulkers Group) to, or the acceptance or assumption by, Honeywell Costamare (or a member of the Honeywell Costamare Group) of any Honeywell Asset or Honeywell Liability which after the Distribution and the CBI Purchase should constitute a Costamare Asset or Costamare Liability, as the case may be, (ii) the transfer or conveyance by Honeywell ▇▇▇▇▇▇▇▇▇ (or a member of the Honeywell Costamare Group) to, or the acceptance or assumption by, SpinCo Costamare Bulkers (or a member of the SpinCo Costamare Bulkers Group) of any SpinCo Asset or SpinCo Liability which after the Distribution and the CBI Purchase should constitute a Costamare Bulkers Asset or Costamare Bulkers Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall shall, subject to Section 2.01(f), use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (ce) In the event that it is discovered after the Distribution and the CBI Purchase that there was a transfer or conveyance (i) by SpinCo ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or a member of the SpinCo Costamare Bulkers Group) to, or the acceptance or assumption by, Honeywell ▇▇▇▇▇▇▇▇▇ (or a member of the Honeywell Costamare Group) of any SpinCo Asset or SpinCo Liability which after the Distribution and the CBI Purchase should constitute a Costamare Bulkers Asset or Costamare Bulkers Liability, as the case may be, or (ii) by Honeywell ▇▇▇▇▇▇▇▇▇ (or a member of the Honeywell Costamare Group) to, or the acceptance or assumption by, SpinCo Costamare Bulkers (or a member of the SpinCo Costamare Bulkers Group) of any Honeywell Asset or Honeywell Liability which after the Distribution and the CBI Purchase should constitute a Costamare Asset or Costamare Liability, as the case may be, the Parties shall shall, subject to Section 2.01(f), use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, as promptly as reasonably practicable. Any transfer or conveyance made made, or acceptance or assumption rescinded rescinded, pursuant to this Section 2.01(c2.01(e) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (df) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); 2.03) or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.042.03) required by this Agreement to be so transferred, conveyed, accepted or assumed assumed, as the case may be, shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption assumption, as the case may be, as promptly as reasonably practicable following the Distribution as shall be practicableDistribution. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that that, prior to and following the Distribution, the Parties shall use reasonable best efforts to obtain and make any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed; provided further that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make any such Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the DistributionDistribution or, with respect to the CBI Shares, any Costamare Bulkers Assets that are Assets of CBI and any Costamare Bulkers Liabilities that are Liabilities of CBI, as of the time of the CBI Purchase, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit benefit, and at the expense, of the Party entitled thereto (at the expense of the Party entitled thereto) to which such Asset should have been transferred or conveyed pursuant to this Agreement and retain such Liability for the account, and at the expense, of the Party by whom which such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party or the member of its Group to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) which such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its Group, insofar as reasonably possiblepossible without violation of any contractual obligations to third parties, in the same position as it would have existed been had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this AgreementAgreement and so that the benefits and burdens relating to such Asset or Liability, as the case may be, including in respect of possession, use, risk of loss, potential for gain gain/loss and control over such Asset or Liability, as the case may be, are to inure from and after the Distribution or the CBI Purchase, as applicable, to such Party or the member of its Group. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party the Parties shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable)) as promptly as reasonably practicable. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior Except to the Distribution, except as extent otherwise required by applicable Law or a Determination, each of Costamare and Costamare Bulkers shall, and shall cause the members of its Group to for all purposes treat (i) any Asset and any Liability of CBI transferred, assigned or assumed after the CBI Purchase pursuant to this Section 2.01(f) as having been so transferred, assigned or assumed pursuant to the CBI Purchase and (ii) any other Asset and any Liability transferred, assigned or assumed after the Distribution pursuant to this Section 2.01(f) as having been so transferred, assigned or assumed immediately prior to the Distribution. (eg) The Party retaining any Asset or Liability required by this Agreement to be transferred, conveyed, accepted or assumed, as the case may be, due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group to which such Asset should have been transferred or conveyed pursuant to this Agreement or by which such Liability should have been assumed or accepted pursuant to this Agreement, as applicable, as promptly as reasonably practicable) unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or intended to assume such Liability, as applicable, advances or agrees to reimburse it for the applicable expenditures. For the avoidance of doubt, reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset intended to replace an Asset in the course of a Party’s obligation under Section 2.01(f). (fh) Without limiting any other provision hereof, in connection ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby waives compliance by each and every member of the Costamare Group with the reorganization contemplated by Section 2.01(b), each requirements and provisions of Honeywell and SpinCo will take, and will cause each any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Costamare Bulkers Assets to any member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of ReorganizationCostamare Bulkers Group. (gi) Costamare hereby waives compliance by each and every member of the Costamare Bulkers Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Costamare Assets to any member of the Costamare Group. (j) In the event that Honeywell ▇▇▇▇▇▇▇▇▇ determines to seek novation with respect to any SpinCo Costamare Bulkers Liability, SpinCo Costamare Bulkers shall reasonably cooperate with, and shall cause the members of the SpinCo Costamare Bulkers Group to reasonably cooperate with, Honeywell ▇▇▇▇▇▇▇▇▇ and the members of the Honeywell Costamare Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo Costamare Bulkers providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the SpinCo Costamare Bulkers Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCoCostamare Bulkers, and to have Honeywell ▇▇▇▇▇▇▇▇▇ and the members of the Honeywell Costamare Group released from all liability to third parties arising after the date of such novation and and, in the event SpinCo ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ determines to seek novation with respect to any Honeywell Costamare Liability, Honeywell Costamare shall reasonably cooperate with, and shall cause the members of the Honeywell Costamare Group to reasonably cooperate with, SpinCo Costamare Bulkers and the members of the SpinCo Costamare Bulkers Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell Costamare providing parent guarantees in support of the obligations to the extent assumed pursuant to such instruments of assumption by other members of the Honeywell Costamare Group) to cause such novation to be obtained, on terms reasonably acceptable to HoneywellCostamare, and to have SpinCo Costamare Bulkers and the members of the SpinCo Costamare Bulkers Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).

Transfer of Assets and Assumption of Liabilities. (a) In accordance with the plan and structure set forth on Schedule I (such plan and structure being referred to herein as the “Plan of Reorganization”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date of this Agreement, subject Subject to Section 2.01(e2.01(d), prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment or and transfer and take such other corporate actions as are necessary to: to (i) transfer and convey to one or more members of the SpinCo Wytec Group all of the right, title and interest of the Honeywell Company Group in, to and under all SpinCo Wytec Assets not already owned by the SpinCo Wytec Group, , (ii) transfer and convey to one or more members of the Honeywell Company Group all of the right, title and interest of the SpinCo Wytec Group in, to and under all Honeywell Company Assets not already owned by the Honeywell Company Group, , (iii) cause one or more members of the SpinCo Wytec Group to assume all of the SpinCo Wytec Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Honeywell Group, and Company Group and (iv) cause one or more members of the Honeywell Company Group to assume all of the Honeywell Company Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SpinCo Wytec Group, in each case of clauses (i) through (iv) in the manner contemplated by the Plan of Reorganization. Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification AgreementVI. (b) In the event that it is discovered after the Distribution that there was an omission of (i) the transfer or conveyance by SpinCo Wytec (or a member of the SpinCo Wytec Group) to, or the acceptance or assumption by, Honeywell by Company (or a member of the Honeywell Company Group) of any Honeywell Company Asset or Honeywell Company Liability, as the case may be, (ii) the transfer or conveyance by Honeywell Company (or a member of the Honeywell Company Group) to, or the acceptance or assumption by, SpinCo by Wytec (or a member of the SpinCo Wytec Group) of any SpinCo Wytec Asset or SpinCo Wytec Liability, as the case may be, or (iii) the transfer or conveyance by one Party (or any other member of its Group) to, or the acceptance or assumption by, the other Party (or any other member of its Group) of any Asset or Liability, as the case may be, that, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been so transferred, conveyed, accepted or assumed, as the case may be, pursuant to this Agreement and or the Ancillary Agreements Agreements, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (c) In the event that it is discovered after the Distribution that there was a transfer or conveyance (i) by SpinCo Wytec (or a member of the SpinCo Wytec Group) to, or the acceptance or assumption by, Honeywell by the Company (or a member of the Honeywell Company Group) of any SpinCo Wytec Asset or SpinCo Wytec Liability, as the case may be, or (ii) by Honeywell Company (or a member of the Honeywell Company Group) to, or and the acceptance or assumption by, SpinCo by Wytec (or a member of the SpinCo Wytec Group) of any Honeywell Company Asset or Honeywell Company Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Determination. (d) In the event that after the Distribution (i) Company (or a member of the Company Group) receives any funds properly belonging to Wytec (or a member of the Wytec Group), or (ii) Wytec (or a member of the Wytec Group) receives any funds properly belonging to Company (or a member of the Company Group), the Parties shall use reasonable best efforts to promptly advise the other party, segregate and hold such funds in trust for the benefit of such other Party and promptly deliver such funds, together with any interest earned thereon, to an account or accounts designated in writing by such other Party. (f) To the extent that any transfer or conveyance of any Asset (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04); or acceptance or assumption of any Liability (other than Shared Contracts, which are governed solely by Section 2.05; or the leasehold interests, subleasehold interests, license interests or other real property interests under the Real Estate Separation Documents, which are governed solely by Section 2.04) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of and after the Distribution, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, and take such other actions as may be reasonably requested by the Party to which (or to the Group of which) such Asset should have been transferred or conveyed, or by whom (or by the Group of whom) such Liability should have been assumed or accepted, as the case may be, in order to place such Party or the member of its GroupParty, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement, including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or assumabletransferable, as the case may be, each Party shall, and Parties shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or a Determination. (eh) The Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Section 2.01 or otherwise shall not be obligated by this Agreement, in connection with this Section 2.01, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party or the member of the Party’s Group entitled to receive such Asset or the Party intended to assume such Liability, as applicable, Liability advances or agrees to reimburse it for the applicable expenditures. (f) Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.01(b), each of Honeywell and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the transactions contemplated by the Plan of Reorganization (whether prior to, at or after the Distribution). The Parties agree that the steps described in the Plan of Reorganization shall be effected in the order and manner prescribed in the Plan of Reorganization. (g) In the event that Honeywell determines to seek novation with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the members of the SpinCo Group to reasonably cooperate with, Honeywell and the members of the Honeywell Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation to be obtained, on terms reasonably acceptable to SpinCo, and to have Honeywell and the members of the Honeywell Group released from all liability to third parties arising after the date of such novation and in the event SpinCo determines to seek novation with respect to any Honeywell Liability, Honeywell shall reasonably cooperate with, and shall cause the members of the Honeywell Group to reasonably cooperate with, SpinCo and the members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption and, where necessary, Honeywell providing parent guarantees in support of the obligations of other members of the Honeywell Group) to cause such novation to be obtained, on terms reasonably acceptable to Honeywell, and to have SpinCo and the members of the SpinCo Group released from all liability to third parties arising after the date of such novation; provided that neither Party nor any member of its Group shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause such novation to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable).