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

Transfer of Assets and Assumption of Liabilities. (a) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transfer, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and accept from Sprint and the other members of the Sprint Group, all of Sprint’s and the members of the Sprint Group’s respective right, title and interest in the Embarq Group Assets. (b) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq and the members of the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Liabilities, respectively, regardless of when or where these Liabilities arose or arise, or whether the facts on which they are based occurred before, on or after the date of this agreement, regardless of where or against whom these Liabilities are asserted or determined or whether asserted or determined before, on or after the date of this agreement. (c) To the extent that any transfer or assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:

Transfer of Assets and Assumption of Liabilities. (a) At Unless otherwise provided in this Agreement or shortly before in any Ancillary Agreement, on or prior to the Distribution TimeDate in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) Valero shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Corner Store, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transferapplicable Corner Store Designees, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and Corner Store or such Corner Store Designees shall accept from Sprint Valero and the other members of the Sprint Groupits applicable Subsidiaries, all of SprintValero’s and the members of the Sprint Group’s such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Embarq Group Assets.Corner Store Assets (it being understood that if any Corner Store Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Corner Store Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (bii) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq Corner Store and the members of applicable Corner Store Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group LiabilitiesCorner Store Liabilities in accordance with their respective terms. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities Corner Store and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will Corner Store Designees shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Corner Store Liabilities, respectively, regardless of when or where these such Corner Store Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementDistribution Date, regardless of where or against whom these such Corner Store Liabilities are asserted or determined (including any Corner Store Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined before, on or after prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) Valero shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Valero to be so assigned, transferred, conveyed and delivered; and (iv) Valero and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill the Excluded Liabilities of such other Subsidiaries in accordance with their respective terms, and Valero and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Corner Store Assets and the assumption of the Corner Store Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such Corner Store Assets are assigned, transferred, conveyed or delivered or such Corner Store Liabilities are assumed, (i) Valero shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer agreements, bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Valero’s and its Subsidiaries’ (other than Corner Store and its Subsidiaries) right, title and interest in and to the Corner Store Assets to Corner Store and the Corner Store Designees, and (ii) Corner Store shall execute and deliver, and shall cause the Corner Store Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Corner Store Liabilities by Corner Store and the Corner Store Designees. All of the documents contemplated by this agreementSection 2.1(b) are referred to collectively herein as the “Valero Transfer Documents.” (c) To the extent that any Corner Store Asset is not transferred or assigned to, or any Corner Store Liability is not assumed by, a member of the Corner Store Group at the Distribution Date or is owned or held by a member of the Valero Group after the Distribution Date, from and after the Distribution Date, any such Corner Store Asset or Corner Store Liability shall be held by such member of the Valero Group for the use and benefit of the member of the Corner Store Group entitled thereto (at the expense of the member of the Corner Store Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) Valero shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Corner Store or certain of its Subsidiaries designated by Corner Store, and Corner Store or such Subsidiaries shall accept from Valero and its applicable Subsidiaries, all of Valero’s and such Subsidiaries’ respective right, title and interest in and to such Corner Store Assets; and (ii) Corner Store and certain of its Subsidiaries designated by Corner Store shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Corner Store Liabilities in accordance with their respective terms. (d) Corner Store hereby waives compliance by each and every member of the Valero 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 assumption sale of an Asset any or a Liability required under this Section 2.02 is not made as all of the Distribution Time Corner Store Assets to any member of the Corner Store Group. (e) Valero hereby waives compliance by each and every member of the Corner Store Group with the requirements and provisions of any such Asset or Liability, a “Delayed Transfer Assetbulk-sale” or a “Delayed Transfer Liability”) and subject bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any Ancillary Agreement:member of the Valero Group.

Transfer of Assets and Assumption of Liabilities. (a) At or shortly before On the Distribution TimeSeparation Date, to the extent not previously effectuated prior to the date hereof: (i) HBIO shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to H▇▇▇, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver certain of the conditions set forth in Section 3.04, Sprint will transferH▇▇▇’▇ Subsidiaries designated by H▇▇▇, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and H▇▇▇ or such Subsidiaries shall accept from Sprint HBIO and the other members of the Sprint Groupits applicable Subsidiaries, all of SprintHBIO’s and the members of the Sprint Group’s such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Embarq Group H▇▇▇ Assets., including without limitation all transfers of all “Transferred Intellectual Property”, “Transferred Licenses”, (in both cases, as such terms are defined in the Intellectual Property Matters Agreement) and Technology used in the H▇▇▇ Business, in each case pursuant to the Intellectual Property Matters Agreement; (bii) At or shortly before H▇▇▇ and certain of its Subsidiaries designated by H▇▇▇ shall accept, assume and agree faithfully to perform, discharge and fulfill all the Distribution Time, or at H▇▇▇ Liabilities in accordance with their respective terms. H▇▇▇ and such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq and the members of the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will Subsidiaries shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group H▇▇▇ Liabilities, respectively, regardless of when or where these such H▇▇▇ Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementSeparation Date, regardless of where or against whom these such H▇▇▇ Liabilities are asserted or determined (including any H▇▇▇ Liabilities arising out of claims made by HBIO’s or H▇▇▇’▇ respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the HBIO Group or the H▇▇▇ Group) or whether asserted or determined beforeprior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the HBIO Group or the H▇▇▇ Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (b) In furtherance of the assignment, transfer, conveyance and delivery of the H▇▇▇ Assets and the assumption of the H▇▇▇ Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on or after the date that such H▇▇▇ Assets are assigned, transferred, conveyed or delivered or such H▇▇▇ Liabilities are assumed (i) HBIO shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of HBIO’s and its Subsidiaries’ (other than H▇▇▇ and its Subsidiaries) right, title and interest in and to the H▇▇▇ Assets to H▇▇▇ and its Subsidiaries, and (ii) H▇▇▇ shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the H▇▇▇ Liabilities by H▇▇▇ and its Subsidiaries. All of the foregoing documents contemplated by this agreementSection 2.1(b) shall be referred to collectively herein as the “HBIO Transfer Documents”. (c) To In the extent event that at any time or from time to time (whether prior to or after any Separation Date), any Party hereto (or any member of such Party’s respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any other Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. (d) H▇▇▇ hereby waives compliance by each and every member of the HBIO 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 assumption sale of an Asset any or a Liability required under this Section 2.02 is not made as all of the Distribution Time H▇▇▇ Assets to any member of the H▇▇▇ Group. (e) HBIO hereby waives compliance by each and every member of the H▇▇▇ Group with the requirements and provisions of any such Asset or Liability, a “Delayed Transfer Assetbulk-sale” or a “Delayed Transfer Liability”) and subject bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any Ancillary Agreement:member of the HBIO Group.

Transfer of Assets and Assumption of Liabilities. (a) At Unless otherwise provided in this Agreement or shortly before in any Ancillary Agreement, on or prior to the Distribution TimeDate in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇▇ 66, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transferapplicable ▇▇▇▇▇▇▇▇ 66 Designees, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and ▇▇▇▇▇▇▇▇ 66 or such ▇▇▇▇▇▇▇▇ 66 Designees shall accept from Sprint ConocoPhillips and the other members of the Sprint Groupits applicable Subsidiaries, all of Sprint’s ConocoPhillips’ and the members of the Sprint Group’s such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Embarq Group Assets.▇▇▇▇▇▇▇▇ 66 Assets (it being understood that if any ▇▇▇▇▇▇▇▇ 66 Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such ▇▇▇▇▇▇▇▇ 66 Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (bii) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq ▇▇▇▇▇▇▇▇ 66 and the members of applicable ▇▇▇▇▇▇▇▇ 66 Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities ▇▇▇▇▇▇▇▇ 66 and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will ▇▇▇▇▇▇▇▇ 66 Designees shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group ▇▇▇▇▇▇▇▇ 66 Liabilities, respectively, regardless of when or where these such ▇▇▇▇▇▇▇▇ 66 Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementDistribution Date, regardless of where or against whom these such ▇▇▇▇▇▇▇▇ 66 Liabilities are asserted or determined (including any ▇▇▇▇▇▇▇▇ 66 Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined before, on or after prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) ConocoPhillips shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by ConocoPhillips to be so assigned, transferred, conveyed and delivered; and (iv) ConocoPhillips and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and ConocoPhillips and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the ▇▇▇▇▇▇▇▇ 66 Assets and the assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such ▇▇▇▇▇▇▇▇ 66 Assets are assigned, transferred, conveyed or delivered or such ▇▇▇▇▇▇▇▇ 66 Liabilities are assumed (i) ConocoPhillips shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of ConocoPhillips’ and its Subsidiaries’ (other than ▇▇▇▇▇▇▇▇ 66 and its Subsidiaries) right, title and interest in and to the ▇▇▇▇▇▇▇▇ 66 Assets to ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees, and (ii) ▇▇▇▇▇▇▇▇ 66 shall execute and deliver, and shall cause the ▇▇▇▇▇▇▇▇ 66 Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the ▇▇▇▇▇▇▇▇ 66 Liabilities by ▇▇▇▇▇▇▇▇ 66 and the ▇▇▇▇▇▇▇▇ 66 Designees. All of the foregoing documents contemplated by this agreementSection 2.1(b) shall be referred to collectively herein as the “ConocoPhillips Transfer Documents.” (c) To the extent any ▇▇▇▇▇▇▇▇ 66 Asset is not transferred or assigned to, or any ▇▇▇▇▇▇▇▇ 66 Liability is not assumed by, a member of the ▇▇▇▇▇▇▇▇ 66 Group at the Distribution Date or is owned or held by a member of the ConocoPhillips Group after the Distribution Date, from and after the Distribution Date, any such ▇▇▇▇▇▇▇▇ 66 Asset or ▇▇▇▇▇▇▇▇ 66 Liability shall be held by such member of the ConocoPhillips Group for the use and benefit of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto (at the expense of the member of the ▇▇▇▇▇▇▇▇ 66 Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) ConocoPhillips shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to ▇▇▇▇▇▇▇ 66 or certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66, and ▇▇▇▇▇▇▇▇ 66 or such Subsidiaries shall accept from ConocoPhillips and its applicable Subsidiaries, all of ConocoPhillips’ and such Subsidiaries’ respective right, title and interest in and to such ▇▇▇▇▇▇▇▇ 66 Assets; and (ii) ▇▇▇▇▇▇▇▇ 66 and certain of its Subsidiaries designated by ▇▇▇▇▇▇▇▇ 66 shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such ▇▇▇▇▇▇▇▇ 66 Liabilities in accordance with their respective terms. (d) ▇▇▇▇▇▇▇▇ 66 hereby waives compliance by each and every member of the ConocoPhillips Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that any may otherwise be applicable with respect to the transfer or assumption sale of an Asset any or a Liability required under this Section 2.02 is not made as all of the Distribution Time ▇▇▇▇▇▇▇▇ 66 Assets to any member of the ▇▇▇▇▇▇▇▇ 66 Group. (e) ConocoPhillips hereby waives compliance by each and every member of the ▇▇▇▇▇▇▇▇ 66 Group with the requirements and provisions of any such Asset or Liability, a “Delayed Transfer Assetbulk-sale” or a “Delayed Transfer Liability”) and subject bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any Ancillary Agreement:member of the ConocoPhillips Group. (f) Following the Distribution Date, ConocoPhillips or ▇▇▇▇▇▇▇▇ 66, as applicable, shall pay or cause to be paid to the other an adjustment amount based on closing date working capital in accordance with Schedule 2.1(f).

Transfer of Assets and Assumption of Liabilities. (a) At or shortly before the Distribution TimeBentley shall and hereby does, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver on behalf of the conditions set forth in Section 3.04, Sprint will transfer, and will cause the other members of the Sprint Group to transfer, to Embarq itself and the other members of the Embarq Bentley Group, as applicable, transfer, contribute, assign, distribute, and Embarq convey, or cause to be transferred, contributed, assigned, distributed and conveyed, to CPEX or a Subsidiary of CPEX all of Bentley’s and the other members members’ of the Embarq Group will receive and accept from Sprint and the other members of the Sprint Group, all of Sprint’s and the members of the Sprint Bentley Group’s respective right, title and interest in and to the Embarq Group AssetsCPEX Assets (the “Transfer”). (b) At or shortly before the Distribution TimeCPEX shall and hereby does, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver on behalf of the conditions set forth in Section 3.04, Embarq itself and the members of the Embarq Groupits Subsidiaries, as applicable, will assumeaccept the Transfer from Bentley. (c) On or before the Distribution Date, or have responsibility for, Bentley shall transfer the Embarq Group Liabilities. CPEX Employees to CPEX. (d) Except as otherwise agreed by the Partiesspecifically set forth in this Agreement or any Ancillary Agreement, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From from and after the Distribution Time Date, CPEX shall, or at such time shall cause one of its Subsidiaries to, accept, assume (or, as set forth on Schedule 2.2(eapplicable, retain), Embarq perform, discharge and Sprint will be responsible for full payment and performance of fulfill, in accordance with their respective terms, all Embarq Group Liabilities and Sprint Group the CPEX Liabilities, respectivelyin each case, unless specified otherwise in the definition of CPEX Liabilities, regardless of (i) when or where these such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred beforeprior to, on or after the date hereof. Notwithstanding the foregoing, CPEX shall not assume any Liability attributable to the failure of Bentley or its officers, directors, employees, agents or Affiliates to perform Bentley’s obligations to CPEX pursuant to this agreement, regardless of where Agreement or against whom these Liabilities are asserted or determined or the Ancillary Agreements. (e) If at any time (whether asserted or determined before, on prior to or after the date Distribution Date) either Party hereto or any member of a Group shall receive or otherwise possess an Asset that is allocated to any other Person pursuant to this agreementAgreement or any Ancillary Agreement, such Party shall promptly transfer or cause to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Distribution Date, to such Party hereto (or any member of such Party’s Group). (cf) To In furtherance of the Transfer and the assumption of the CPEX Liabilities by CPEX as set forth above, and simultaneously with the execution and delivery of this Agreement (i) Bentley shall execute and deliver, and shall cause its Affiliates to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent that any transfer or necessary to evidence the Transfer and (ii) CPEX shall execute and deliver, and shall cause its Affiliates to execute and deliver, to Bentley such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:CPEX Liabilities by CPEX.

Transfer of Assets and Assumption of Liabilities. (a) At or shortly before As of the Distribution date hereof and with effect immediately prior to the Effective Time, or at such other time as set forth in Schedule 2.02(e)Myriad shall and hereby does, subject to the satisfaction or waiver on behalf of the conditions set forth in Section 3.04, Sprint will transfer, and will cause the other members of the Sprint Group to transfer, to Embarq itself and the other members of the Embarq Myriad Group, as applicable, transfer, contribute, assign, distribute, and Embarq convey, or cause to be transferred, contributed, assigned, distributed and conveyed, to MPI all of Myriad’s and the other members members’ of the Embarq Group will receive and accept from Sprint and the other members of the Sprint Group, all of Sprint’s and the members of the Sprint Myriad Group’s respective right, title and interest in and to the Embarq Group AssetsMPI Assets (the “Transfer”) pursuant to, and so as to qualify as a contribution to capital, under section 351 of the Internal Revenue Code of 1986, as amended. (b) At MPI shall and hereby does accept the Transfer from Myriad pursuant to Section 2.2(a), effective concurrently therewith. (c) On or shortly before the Distribution TimeDate, Myriad shall transfer, or at such other time caused to be transferred, the MPI Employees to MPI. (d) Except as otherwise specifically set forth in Schedule 2.02(e)this Agreement or any Ancillary Agreement, subject to from and after the satisfaction or waiver of the conditions set forth in Section 3.04Effective Time, Embarq and the members of the Embarq GroupMPI shall accept, assume (or, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(eretain), Embarq perform, discharge and Sprint will be responsible for full payment and performance of fulfill, in accordance with their respective terms, all Embarq Group Liabilities and Sprint Group the MPI Liabilities, respectivelyin each case, unless specified otherwise in the definition of MPI Liabilities, regardless of (i) when or where these such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred beforeprior to, on or after the date hereof. Notwithstanding the foregoing, MPI shall not assume any Liability attributable to the failure of Myriad or its officers, directors, employees, agents or Affiliates to perform Myriad’s obligations to MPI pursuant to this agreement, regardless of where Agreement or against whom these Liabilities are asserted or determined or the Ancillary Agreements. (e) If at any time (whether asserted or determined before, on prior to or after the date Effective Time) either Party hereto or any member of a Group shall receive or otherwise possess an Asset that is allocated to any other Person pursuant to this agreementAgreement or any Ancillary Agreement, such Party shall promptly transfer or cause to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Effective Time, to such Party hereto (or any member of such Party’s Group). (cf) To In furtherance of the Transfer and the assumption of the MPI Liabilities by MPI as set forth above, and simultaneously with the execution and delivery of this Agreement (i) Myriad shall execute and deliver, and shall cause its Affiliates to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent that any transfer or necessary to evidence the Transfer and (ii) MPI shall execute and deliver to Myriad such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:MPI Liabilities by MPI.

Transfer of Assets and Assumption of Liabilities. (a) At or shortly before As of the Distribution date hereof and with effect immediately prior to the Effective Time, or at such other time as set forth in Schedule 2.02(e)PPD shall and hereby does, subject to the satisfaction or waiver on behalf of the conditions set forth in Section 3.04, Sprint will transfer, and will cause the other members of the Sprint Group to transfer, to Embarq itself and the other members of the Embarq PPD Group, as applicable, transfer, contribute, assign, distribute and Embarq convey, or cause to be transferred, contributed, assigned, distributed and conveyed, to Furiex all of PPD’s and the other members members’ of the Embarq Group will receive and accept from Sprint and the other members of the Sprint Group, all of Sprint’s and the members of the Sprint PPD Group’s respective right, title and interest in and to the Embarq Group AssetsFuriex Assets (the “Transfer”) pursuant to, and so as to qualify as a series of tax-free transactions under the Internal Revenue Code of 1986, as amended. (b) At Furiex shall and hereby does accept the Transfer from PPD pursuant to Section 2.2(a), effective concurrently therewith. (c) On or shortly before the Distribution TimeDate, PPD shall transfer, or at such other time caused to be transferred, the Furiex Employees to Furiex. (d) Except as otherwise specifically set forth in Schedule 2.02(e)this Agreement or any Ancillary Agreement, subject to from and after the satisfaction or waiver of the conditions set forth in Section 3.04Effective Time, Embarq and the members of the Embarq GroupFuriex shall accept, assume (or, as applicable, will assume, or have responsibility for, the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(eretain), Embarq perform, discharge and Sprint will be responsible for full payment and performance of fulfill, in accordance with their respective terms, all Embarq Group Liabilities and Sprint Group the Furiex Liabilities, respectivelyin each case, unless specified otherwise in the definition of Furiex Liabilities, regardless of (i) when or where these such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred beforeprior to, on or after the date hereof. Notwithstanding the foregoing, Furiex shall not assume any Liability attributable to the failure of PPD or its officers, directors, employees, agents or Affiliates to perform PPD’s obligations to Furiex pursuant to this agreement, regardless of where Agreement or against whom these Liabilities are asserted or determined or the Ancillary Agreements. (e) If at any time (whether asserted or determined before, on prior to or after the date Effective Time) either Party hereto or any member of a Group shall receive or otherwise possess an Asset that is allocated to any other Person pursuant to this agreementAgreement or any Ancillary Agreement, such Party shall promptly transfer or cause to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Effective Time, to such Party hereto (or any member of such Party’s Group). (cf) To In furtherance of the Transfer and the assumption of the Furiex Liabilities by Furiex as set forth above, and simultaneously with the execution and delivery of this Agreement (i) PPD shall execute and deliver, and shall cause its Affiliates to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent that any transfer or necessary to evidence the Transfer and (ii) Furiex shall execute and deliver to PPD such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:Furiex Liabilities by Furiex.

Transfer of Assets and Assumption of Liabilities. On or prior to the Distribution Date, in one or more transactions: (a) At or shortly before Atlas Energy shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to the Distribution TimePartnership, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver certain of the conditions set forth in Section 3.04, Sprint will transferPartnership’s Subsidiaries designated by the Partnership, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and Partnership or such Subsidiaries shall accept from Sprint Atlas Energy and the other members of the Sprint Groupits applicable Subsidiaries, all of SprintAtlas Energy’s and the members of the Sprint Group’s such Subsidiaries’ respective right, title and interest in and to all of the Embarq Group Assets.Transferred Assets (it being understood that if any Transferred Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Transferred Asset may be assigned, transferred, conveyed and delivered to the Partnership as a result of the transfer of all of the equity interests in such Transferred Entity from Atlas Energy or its applicable Subsidiaries to the Partnership or its applicable Subsidiaries); and (b) At the Partnership or shortly before certain of its Subsidiaries designated by the Distribution TimePartnership shall accept, or at such other time as set forth in Schedule 2.02(e)assume and agree faithfully to perform, subject to the satisfaction or waiver discharge and fulfill all of the conditions set forth Transferred Liabilities in Section 3.04, Embarq and the members of the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group Liabilitiesaccordance with their respective terms. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at The Partnership and/or such time as set forth on Schedule 2.2(e), Embarq and Sprint will Subsidiaries shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Transferred Liabilities, respectively, regardless of when or where these such Transferred Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementDistribution Date, regardless of where or against whom these such Transferred Liabilities are asserted or determined determined, or whether asserted or determined before, on or after prior to the date hereof, and regardless of this agreement. (c) To whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the extent Atlas Energy Group or the Partnership Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. In the event that any transfer Transferred Entity shall hold any Excluded Asset, the Partnership agrees that it shall, or assumption shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Atlas Energy or its designated Subsidiary all of an Asset or a such Transferred Entity’s right, title and interest in and to such Excluded Asset, and Atlas Energy agrees to assume and be responsible for any Excluded Liability required under this Section 2.02 is not made as of the Distribution Time (any related to such Asset or Liability, a “Delayed Transfer Excluded Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:.

Transfer of Assets and Assumption of Liabilities. (a) At Unless otherwise provided in this Agreement or shortly before in any Ancillary Agreement, on or prior to the Distribution TimeDate in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) Oil States shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Civeo, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transferapplicable Civeo Designees, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and Civeo or such Civeo Designees shall accept from Sprint Oil States and the other members of the Sprint Groupits applicable Subsidiaries, all of Sprint’s Oil States’ and the members of the Sprint Group’s such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Embarq Group Assets.Civeo Assets (it being understood that if any Civeo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Civeo Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (bii) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq Civeo and the members of applicable Civeo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group LiabilitiesCiveo Liabilities in accordance with their respective terms. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities Civeo and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will Civeo Designees shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Civeo Liabilities, respectively, regardless of when or where these such Civeo Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementDistribution Date, regardless of where or against whom these such Civeo Liabilities are asserted or determined (including any Civeo Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined before, on or after prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) Oil States shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Oil States to be so assigned, transferred, conveyed and delivered; and (iv) Oil States and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and Oil States and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Civeo Assets and the assumption of the Civeo Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such Civeo Assets are assigned, transferred, conveyed or delivered or such Civeo Liabilities are assumed (i) Oil States shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Oil States’ and its Subsidiaries’ (other than Civeo and its Subsidiaries) right, title and interest in and to the Civeo Assets to Civeo and the Civeo Designees, and (ii) Civeo shall execute and deliver, and shall cause the Civeo Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Civeo Liabilities by Civeo and the Civeo Designees. All of the foregoing documents contemplated by this agreementSection 2.1(b) shall be referred to collectively herein as the “Oil States Transfer Documents.” (c) To the extent any Civeo Asset is not transferred or assigned to, or any Civeo Liability is not assumed by, a member of the Civeo Group at the Distribution Date or is owned or held by a member of the Oil States Group after the Distribution Date, from and after the Distribution Date, any such Civeo Asset or Civeo Liability shall be held by such member of the Oil States Group for the use and benefit of the member of the Civeo Group entitled thereto (at the expense of the member of the Civeo Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) Oil States shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Civeo or certain of its Subsidiaries designated by Civeo, and Civeo or such Subsidiaries shall accept from Oil States and its applicable Subsidiaries, all of Oil States’ and such Subsidiaries’ respective right, title and interest in and to such Civeo Assets; and (ii) Civeo and certain of its Subsidiaries designated by Civeo shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Civeo Liabilities in accordance with their respective terms. (d) Civeo hereby waives compliance by each and every member of the Oil States Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that any may otherwise be applicable with respect to the transfer or assumption sale of an Asset any or a Liability required under this Section 2.02 is not made as all of the Distribution Time Civeo Assets to any member of the Civeo Group. (e) Oil States hereby waives compliance by each and every member of the Civeo Group with the requirements and provisions of any such Asset or Liability, a “Delayed Transfer Assetbulk-sale” or a “Delayed Transfer Liability”) and subject bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any Ancillary Agreement:member of the Oil States Group.

Transfer of Assets and Assumption of Liabilities. (a) At Unless otherwise provided in this Agreement or shortly before in any Ancillary Agreement, on or prior to the Distribution TimeEffective Time in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) NOV shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to SpinCo, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transferapplicable SpinCo Designees, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and SpinCo or such SpinCo Designees shall accept from Sprint NOV and the other members of the Sprint Groupits applicable Subsidiaries, all of SprintNOV’s and the members of the Sprint Group’s such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Embarq Group Assets.SpinCo Assets (it being understood that if any SpinCo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (bii) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq SpinCo and the members of applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group LiabilitiesSpinCo Liabilities in accordance with their respective terms. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities SpinCo and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will SpinCo Designees shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group SpinCo Liabilities, respectively, regardless of when or where these such SpinCo Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementEffective Time, regardless of where or against whom these such SpinCo Liabilities are asserted or determined (including any SpinCo Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined before, on or after prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation, breach of contract or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) NOV shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by NOV to be so assigned, transferred, conveyed and delivered; and (iv) NOV and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill the Excluded Liabilities of such other Subsidiaries in accordance with their respective terms, and NOV and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation, breach of contract or any cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the SpinCo Assets and the assumption of the SpinCo Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before or as of the date that such SpinCo Assets are assigned, transferred, conveyed or delivered or such SpinCo Liabilities are assumed, (i) NOV shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such transfer, contribution, distribution or other similar agreements, bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of NOV’s and its Subsidiaries’ (other than SpinCo and its Subsidiaries) right, title and interest in and to the SpinCo Assets to SpinCo and the SpinCo Designees, and (ii) SpinCo shall execute and deliver, and shall cause the SpinCo Designees to execute and deliver, such assumptions of contracts and any other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the SpinCo Liabilities by SpinCo and the SpinCo Designees. All of the documents contemplated by this agreementSection 2.1(b) are referred to collectively herein as the “NOV Transfer Documents.” (c) To the extent that any SpinCo Asset is not transferred or assigned to, or any SpinCo Liability is not assumed by, a member of the SpinCo Group at the Effective Time or is owned or held by a member of the NOV Group after the Effective Time, from and after the Effective Time, any such SpinCo Asset or SpinCo Liability shall be held by such member of the NOV Group for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) NOV shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to SpinCo or certain of its Subsidiaries designated by SpinCo, and SpinCo or such Subsidiaries shall accept from NOV and its applicable Subsidiaries, all of NOV’s and such Subsidiaries’ respective right, title and interest in and to such SpinCo Assets; and (ii) SpinCo and certain of its Subsidiaries designated by SpinCo shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such SpinCo Liabilities in accordance with their respective terms. (d) SpinCo hereby waives compliance by each and every member of the NOV 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 assumption sale of an Asset any or a Liability required under this Section 2.02 is not made as all of the Distribution Time SpinCo Assets to any member of the SpinCo Group. (e) NOV hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any such Asset or Liability, a “Delayed Transfer Assetbulk-sale” or a “Delayed Transfer Liability”) and subject bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any Ancillary Agreement:member of the NOV Group.

Transfer of Assets and Assumption of Liabilities. (a) At Unless otherwise provided in this Agreement or shortly before in any Ancillary Agreement, on or prior to the Distribution TimeDate in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof pursuant to the steps of the Restructuring Steps Memorandum: (i) Oil States shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Civeo, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Sprint will transferapplicable Civeo Designees, and will cause the other members of the Sprint Group to transfer, to Embarq and the other members of the Embarq Group, and Embarq and the other members of the Embarq Group will receive and Civeo or such Civeo Designees shall accept from Sprint Oil States and the other members of the Sprint Groupits applicable Subsidiaries, all of Sprint’s Oil States’ and the members of the Sprint Group’s such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Embarq Group Assets.Civeo Assets (it being understood that if any Civeo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Civeo Asset may be assigned, transferred, conveyed and delivered as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity); (bii) At or shortly before the Distribution Time, or at such other time as set forth in Schedule 2.02(e), subject to the satisfaction or waiver of the conditions set forth in Section 3.04, Embarq Civeo and the members of applicable Civeo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Embarq Group, as applicable, will assume, or have responsibility for, the Embarq Group LiabilitiesCiveo Liabilities in accordance with their respective terms. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities Civeo and Sprint will defend Actions that constitute Sprint Group Liabilities. From and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will Civeo Designees shall be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Civeo Liabilities, respectively, regardless of when or where these such Civeo Liabilities arose or arise, or whether the facts on which they are based occurred before, on prior to or after subsequent to the date of this agreementDistribution Date, regardless of where or against whom these such Civeo Liabilities are asserted or determined (including any Civeo Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined before, on or after prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents; (iii) Oil States shall cause its applicable Subsidiaries to assign, transfer, convey and deliver to certain of its other Subsidiaries, which shall accept, such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by Oil States to be so assigned, transferred, conveyed and delivered; and (iv) Oil States and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agree faithfully to perform, discharge and fulfill certain Excluded Liabilities of such other Subsidiaries, and Oil States and its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Date, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any such Excluded Liabilities arising out of claims made by the respective directors, officers, employees, agents, stockholders, Subsidiaries or Affiliates of either Group against any member of either Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of either Group, or any of their respective directors, officers, employees or agents. (b) In furtherance of the assignment, transfer, conveyance and delivery of the Civeo Assets and the assumption of the Civeo Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii), on, before and/or as of the date that such Civeo Assets are assigned, transferred, conveyed or delivered or such Civeo Liabilities are assumed (i) Oil States shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Oil States’ and its Subsidiaries’ (other than Civeo and its Subsidiaries) right, title and interest in and to the Civeo Assets to Civeo and the Civeo Designees, and (ii) Civeo shall execute and deliver, and shall cause the Civeo Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Civeo Liabilities by Civeo and the Civeo Designees. All of the foregoing documents contemplated by this agreementSection 2.1(b) shall be referred to collectively herein as the “Oil States Transfer Documents.” (c) To the extent any Civeo Asset is not transferred or assigned to, or any Civeo Liability is not assumed by, a member of the Civeo Group at the Distribution Date or is owned or held by a member of the Oil States Group after the Distribution Date, from and after the Distribution Date, any such Civeo Asset or Civeo Liability shall be held by such member of the Oil States Group for the use and benefit of the member of the Civeo Group entitled thereto (at the expense of the member of the Civeo Group entitled thereto) in accordance with Section 2.5(c), and, subject to Section 2.5(b): (i) Oil States shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to Civeo or certain of its Subsidiaries designated by Civeo, and Civeo or such Subsidiaries shall accept from Oil States and its applicable Subsidiaries, all of Oil States’ and such Subsidiaries’ respective right, title and interest in and to such Civeo Assets; and (ii) Civeo and certain of its Subsidiaries designated by Civeo shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such Civeo Liabilities in accordance with their respective terms. (d) Civeo hereby waives compliance by each and every member of the Oil States Group with the requirements and provisions of any “bulk­sale” or “bulk­transfer” Laws of any jurisdiction that any may otherwise be applicable with respect to the transfer or assumption sale of an Asset any or a Liability required under this Section 2.02 is not made as all of the Distribution Time Civeo Assets to any member of the Civeo Group. (e) Oil States hereby waives compliance by each and every member of the Civeo Group with the requirements and provisions of any such Asset or Liability, a “Delayed Transfer Assetbulk­sale” or a “Delayed Transfer Liability”) and subject bulk­transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Excluded Assets to any Ancillary Agreement:member of the Oil States Group.

Transfer of Assets and Assumption of Liabilities. (a) At or shortly before Upon the Distribution Time, or at such other time as set forth in Schedule 2.02(e), terms and subject to the satisfaction conditions hereof, ▇▇▇▇▇ Fargo agrees to sell, assign, transfer, convey and deliver to Newco at the Closing all of ▇▇▇▇▇ Fargo's assets, properties and rights of every kind and description, wherever located, real, personal or waiver mixed, tangible or intangible, owned by ▇▇▇▇▇ Fargo or otherwise used in its business (including, without limitation, all of the conditions outstanding capital stock of all Subsidiaries of ▇▇▇▇▇ Fargo) as the same shall exist on the Closing Date (the "Transferred Assets"), except as ------------------ provided in Section 8.18, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature except Permitted Liens; provided, however, that notwithstanding anything else -------- ------- contained herein, the Transferred Assets shall not include the assets, properties and rights set forth in Section 3.042.1(a) of the Disclosure Schedule (the "Excluded Assets"). At the written direction of Newco, Sprint will transferlegal title to a --------------- portion of the Transferred Assets (the "Designated Transferred Assets") may be ----------------------------- conveyed on behalf of Newco directly to a direct or indirect wholly-owned subsidiary of Newco. The parties hereto agree that any Designated Transferred Assets are being contributed to the capital of Newco, followed by one or more capital contributions of such Designated Transferred Assets to the applicable subsidiary of Newco, and will cause the all corporate resolutions and other members of the Sprint Group to transferdocuments, to Embarq all accounting records and the other members of the Embarq Groupreports, and Embarq and the other members of the Embarq Group will receive and accept from Sprint and the other members of the Sprint Group, all of Sprint’s and the members of the Sprint Group’s respective right, title and interest in the Embarq Group Assetsincome Tax Returns shall be consistent therewith. (b) At or shortly before Upon the Distribution Time, or at such other time as set forth in Schedule 2.02(e), terms and subject to the satisfaction or waiver conditions hereof, effective at the Closing, Newco shall assume all of the conditions liabilities and obligations of ▇▇▇▇▇ Fargo, known and unknown, whether absolute, accrued, contingent or otherwise, of every kind and description (the "Assumed Liabilities"); provided, however, that ------------------- -------- ------- notwithstanding anything else contained herein, Assumed Liabilities shall not include (i) any liability for ▇▇▇▇▇ Fargo Excluded Taxes, (ii) any liability for the WF Casualty and Employee Claims, (iii) except for obligations or liabilities to be assumed by Newco pursuant to Section 8.21, any obligation or liability arising from or relating to the WF Employee Benefit Plans, and (iv) the liabilities set forth in Section 3.04, Embarq and the members 2.1(b) of the Embarq GroupDisclosure Schedule as Excluded Liabilities (clauses (i) through (iv) being collectively referred to herein as the "Excluded Liabilities"). As used in this Agreement, as applicable"WF Casualty and -------------------- --------------- Employee Claims" means any and all claims, will assumeactions, suits or other proceedings --------------- asserted against ▇▇▇▇▇ Fargo or any of its Subsidiaries with respect to events, circumstances or activities occurring at or prior to the Closing Date (x) for worker's compensation, (y) arising out of or relating to the use of motor vehicles or firearms in connection with or related to its business or operations, or have responsibility foracts or omissions of its drivers, courier guards, security guards or their supervisors relating to their employment, in each case that is an act or omission that otherwise is of a type generally covered under typical general liability insurance policies, or (z) alleging discrimination, wrongful discharge, sexual harassment or other unlawful hiring or employment practices; provided that the Embarq Group Liabilities. Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities WF Casualty and Sprint will defend Actions that constitute Sprint Group Liabilities. From Employee Claims shall not include (I) any -------- Environmental Claim or any other claim for Environmental Costs and after the Distribution Time or at such time as set forth on Schedule 2.2(e), Embarq and Sprint will be responsible for full payment and performance of all Embarq Group Liabilities and Sprint Group Liabilities, respectively, regardless of when or where these Liabilities arose or arise, or whether the facts on which they are based occurred before, on or after the date of this agreement, regardless of where or against whom these Liabilities are asserted or determined or whether asserted or determined before, on or after the date of this agreementand (II) any claims related to cargo losses. (c) To After the Closing Date, Newco shall pay, perform, satisfy or otherwise discharge the Assumed Liabilities and shall indemnify and hold harmless ▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇ Fargo and any of their Affiliates from and against any Indemnifiable Losses incurred or suffered by ▇▇▇▇-▇▇▇▇▇▇ or ▇▇▇▇▇ Fargo or any such Affiliate with respect to (x) any Assumed Liability and (y) any obligation of ▇▇▇▇-▇▇▇▇▇▇ or ▇▇▇▇▇ Fargo (whether such obligation is created by contract, law, regulation, or otherwise and whether or not joint and several), to the extent that such obligation arises out of any transfer Assumed Liability (including any guarantee of any Assumed Liability). (d) After the Closing Date, ▇▇▇▇-▇▇▇▇▇▇ on behalf of ▇▇▇▇▇ Fargo shall pay, perform, satisfy or assumption otherwise discharge the Excluded Liabilities and shall indemnify and hold harmless Newco and its Affiliates from and against any Indemnifiable Losses incurred or suffered by Newco or any such Affiliate with respect to any Excluded Liability. (e) The general procedures set forth in Section 12.5(c) shall be applied to resolve any disputes arising pursuant to clauses (c) and (d) of an Asset or a Liability required under this Section 2.02 is not made as of the Distribution Time (any such Asset or Liability, a “Delayed Transfer Asset” or a “Delayed Transfer Liability”) and subject to any Ancillary Agreement:2.1.