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

Transfer of Assets and Assumption of Liabilities. (a) Effective on or before the Offerings Closing Date, Parent hereby agrees to assign, transfer, convey and deliver to the Company, and agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to accept from Parent and each member of the Parent Group, all of Parent's and Parent Group's respective right, title and interest in all of the Company Assets. (b) Effective on or before the Offerings Closing Date, the Company hereby agrees to assume and agrees faithfully to perform and fulfill all of the Company Liabilities, in accordance with their respective terms. The Company shall thereafter be responsible for all of the Company Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Company Liabilities arising out of claims made by Parent's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Company 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 or misrepresentation by any member of the Parent Group or the Company Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before the Offerings Closing Date, Company hereby agrees to assign, transfer, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assets. (d) Effective on or before the Offerings Closing Date, Parent hereby agrees to assume and agrees faithfully to perform and fulfill all of the Excluded Liabilities, in accordance with their respective terms. Parent agrees that it shall thereafter be solely responsible for all of the Excluded Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent 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 or misrepresentation by any member of the Company Group of the Parent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing 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 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.

Transfer of Assets and Assumption of Liabilities. (a) Effective Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or before prior to the Offerings Closing DateDistribution Date in accordance with the Restructuring Steps Memorandum and to the extent not previously effected prior to the date hereof in accordance with the Restructuring Steps Memorandum and the Ancillary Agreements: (i) OPC shall, Parent hereby agrees to and shall cause its applicable Subsidiaries to, assign, transfertransfer and convey to CRC, convey and deliver to or the Companyapplicable CRC Designees, and agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to CRC or such CRC Designees shall accept from Parent OPC and each member of the Parent Groupits applicable Subsidiaries, all of Parent's OPC’s and Parent Group's such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Company Assets.CRC Assets (it being understood that if any CRC Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such CRC Asset will be indirectly owned by CRC as a result of the transfer of the equity interests in such Transferred Entity); (bii) Effective on or before CRC and the Offerings Closing Date, applicable CRC Designees shall accept and assume from OPC and the Company hereby agrees to assume applicable OPC Subsidiaries and agrees agree faithfully to perform perform, discharge and fulfill all certain of the Company Liabilities, CRC Liabilities in accordance with their respective terms. The Company CRC and such CRC Designees shall thereafter be responsible for all of the Company CRC Liabilities, regardless of when or where such CRC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereofDistribution Date, regardless of where or against whom such CRC Liabilities are asserted or determined (including any Company CRC Liabilities arising out of claims made by Parent's the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of the Parent Group or the Company 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 lawLaw, fraud fraud, misrepresentation or misrepresentation any other cause by any member of the Parent Group or the Company Group either Group, or any of their respective directors, officers, employees, agents, agents or managers; (iii) OPC shall cause its applicable Subsidiaries or Affiliates. (c) Effective on or before the Offerings Closing Date, Company hereby agrees CRC to assign, transfertransfer and convey to certain of its other Subsidiaries, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to which shall accept from Company and each member of the Company Groupsuch applicable OPC Subsidiaries or CRC, all of the Company's and the Company Group's such applicable Subsidiaries’ respective right, title and interest in all of the Excluded Assets.and to any OPC Assets specified by OPC to be so assigned, transferred and conveyed; and (div) Effective on or before the Offerings Closing Date, Parent hereby agrees to OPC and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agrees agree faithfully to perform perform, discharge and fulfill all certain OPC Liabilities of the Excluded Liabilitiessuch other Subsidiaries, in accordance with their respective terms. Parent agrees that it and OPC and its applicable Subsidiaries shall thereafter be solely responsible for all of the Excluded OPC Liabilities, regardless of when or where such OPC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereofDistribution Date, regardless of where or against whom such OPC Liabilities are asserted or determined (including any Excluded such OPC Liabilities arising out of claims made by the Company's respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of the Company Group or the Parent 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 lawLaw, fraud fraud, misrepresentation or misrepresentation any other cause by any member of the Company Group of the Parent Group either Group, or any of their respective directors, officers, employees, agents, Subsidiaries agents or Affiliates. (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Date), any party hereto (or any member of such party's respective Group), shall receive or managers. Except as otherwise possess any Asset that is allocated to any other Person pursuant to specifically set forth in this Agreement or any Ancillary Agreement, (A) and except for where the assignment, transfer or conveyance of any CRC Assets from OPC to CRC would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any CRC Assets have not been assigned, transferred or conveyed by OPC to CRC or an applicable CRC Designee in accordance with Section 2.1(a)(i) as of immediately prior to the Distribution Date, then from and after the Distribution Date, OPC hereby assigns and CRC accepts such party assignment of OPC’s right, title and interest in such CRC Assets and (B) and except for where the assignment, transfer or conveyance of any OPC Assets from its Subsidiaries or CRC to OPC would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any OPC Assets have not been assigned, transferred or conveyed by its Subsidiaries or CRC to OPC or an applicable OPC Group member in accordance with Section 2.1(a)(iii) as of immediately prior to the Distribution Date, then from and after the Distribution Date, its Subsidiaries or CRC hereby assigns and OPC accepts such assignment of the Subsidiaries’ or CRC’s right, title and interest in such OPC Assets. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, (A) and except for where the assumption by CRC of any CRC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any CRC Liabilities have not been accepted and assumed by CRC or an applicable CRC Designee in accordance with Section 2.1(a)(ii) as of immediately prior to the Distribution Date, then from and after the Distribution Date, CRC shall promptly and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such CRC Liabilities in accordance with their respective terms and (B) and except for where the assumption by OPC of any OPC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any OPC Liabilities have not been accepted and assumed by OPC or an applicable OPC Group member in accordance with Section 2.1(a)(iv) as of immediately prior to the Distribution Date, then from and after the Distribution Date, OPC shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such OPC Liabilities in accordance with their respective terms. (b) In furtherance of the assignment, transfer and conveyance of the CRC Assets and the assumption of the CRC Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii) and Section 2.1(d), on, before and/or as of the date that such CRC Assets are assigned, transferred or conveyed or such CRC Liabilities are assumed (i) OPC 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 OPC’s and its Subsidiaries’ (other than CRC and its Subsidiaries) right, title and interest in and to the CRC Assets to CRC and the CRC Designees, and (ii) CRC shall execute and deliver, and shall cause the CRC 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 CRC Liabilities. All of the foregoing documents contemplated by this Section 2.1(b) (whether executed on or after the date hereof or prior to the date hereof in contemplation of the Separation) shall be referred to collectively herein as the “OPC Transfer Documents.” (c) In furtherance of the assignment, transfer and conveyance of OPC Assets and the assumption of OPC Liabilities set forth in Sections 2.1(a)(iii) and 2.1(a)(iv) and Section 2.1(e), on, before and/or as of the date that such CRC Assets are assigned, transferred or conveyed or such CRC Liabilities are assumed: (i) CRC 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 (including partial assignments) and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of CRC’s and its Subsidiaries’ right, title and interest in and to the OPC Assets to OPC and its Subsidiaries, and (ii) OPC 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 OPC Liabilities. All of the foregoing documents contemplated by this Section 2.1(c) (whether executed on or after the date hereof or prior to the date hereof in contemplation of the Separation) including the First Contribution Agreement and the Second Contribution Agreement, shall be referred to collectively herein as the “CRC Transfer Documents” and, together with the OPC Transfer Documents, the “Transfer Documents.” (d) To the extent any CRC Asset is not transferred, assigned or delivered to or retained by, or any CRC Liability is not assumed by or retained by, a member of the CRC Group at the Distribution Date or is owned or held by a member of the OPC Group after the Distribution Date, from and after the Distribution Date, any such CRC Asset or CRC Liability shall be held by such member of the OPC Group for the use, benefit and/or burden of the member of the CRC Group entitled thereto (at the expense and for the account of the member of the CRC Group entitled thereto) in accordance with Section 2.4(e), and, subject to Section 2.4(b): (i) OPC shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to CRC or certain of its Subsidiaries designated by CRC, and CRC or such Subsidiaries shall accept from OPC and its applicable Subsidiaries, all of OPC’s and such Subsidiaries’ respective right, title and interest in and to such CRC Assets in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; and (ii) CRC and certain of its Subsidiaries designated by CRC shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such CRC Liabilities in accordance with their respective terms. (e) To the extent any OPC Asset is not transferred, assigned or delivered to or retained by, or any OPC Liability is not assumed by or retained by, a member of the OPC Group at the Distribution Date or is owned or held by a member of the CRC Group after the Distribution Date, from and after the Distribution Date, any such OPC Asset or OPC Liability shall be held by such member of the CRC Group for the use, benefit and/or burden of the member of the OPC Group entitled thereto (at the expense and for the account of the member of the OPC Group entitled thereto) in accordance with Section 2.4(f), and, subject to Section 2.4(c): (i) CRC shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to OPC or certain of its Subsidiaries designated by OPC, and OPC or such Subsidiaries shall accept from CRC and its applicable Subsidiaries, all of CRC’s and such Subsidiaries’ respective right, title and interest in and to such OPC Assets in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement; and (ii) OPC and certain of its Subsidiaries designated by OPC shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such OPC Liabilities in accordance with their respective terms. (f) CRC hereby waives compliance by each and every member of the OPC 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 Person so entitled thereto. Prior transfer or sale of any or all of the CRC Assets to any such member of the CRC Group. (g) OPC hereby waives compliance by each and every member of the CRC 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 Person receiving transfer or possessing such Asset shall hold such Asset in trust for sale of any such other Personor all of the OPC Assets to any member of the OPC Group.

Transfer of Assets and Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement, to the extent not previously effected prior to the Effective on or before Date pursuant to the Offerings Closing DateRestructuring Step Plan: (i) SunEdison shall, Parent hereby agrees to and shall cause its applicable Subsidiaries to, sell, contribute, assign, transfer, convey and deliver to SSL, or the Companyapplicable SSL Designees, and agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to SSL or such SSL Designees shall accept from Parent SunEdison and each member of the Parent Groupits applicable Subsidiaries, all of Parent's SunEdison’s and Parent Group's such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Company Assets.SSL Assets (it being understood that if any SSL Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SSL 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); and (bii) Effective on or before SSL and the Offerings Closing Dateapplicable SSL Designees shall accept, the Company hereby agrees to assume and agrees agree faithfully to perform perform, discharge and fulfill all of the Company Liabilities, SSL Liabilities in accordance with their respective terms. The Company SSL and such SSL Designees shall thereafter be responsible for all of the Company SSL Liabilities, regardless of when or where such SSL Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereofEffective Date, regardless of where or against whom such SSL Liabilities are asserted or determined (including any Company Liabilities arising out of claims made by Parent's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Company 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 lawLaw, fraud fraud, misrepresentation or misrepresentation any other cause by any member of Person in the Parent SunEdison Group or the Company Group SSL Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (cb) To the extent that any SSL Asset is not transferred or assigned to, or any SSL Liability is not assumed by, a member of the SSL Group at the Effective on Date or before is owned or held by a member of the Offerings Closing SunEdison Group after the Effective Date, Company hereby agrees from and after the Effective Date, any such SSL Asset or SSL Liability shall be held by such member of the SunEdison Group for the use and benefit of the member of the SSL Group entitled thereto (at the expense of the member of the SSL Group entitled thereto) in accordance with Section 2.3(c): (i) Pursuant to the Restructuring Step Plan, SunEdison shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to the Parent and agrees to cause each member SSL or certain of the Company Group to assign, transfer, convey and deliver to the Parentits Subsidiaries designated by SSL, and the Parent hereby agrees to SSL or such Subsidiaries shall accept from Company SunEdison and each member of the Company Groupits applicable Subsidiaries, all of the Company's SunEdison’s and the Company Group's such Subsidiaries’ respective right, title and interest in all of the Excluded and to such SSL Assets.; and (dii) Effective on or before Pursuant to the Offerings Closing DateRestructuring Step Plan, Parent hereby agrees to SSL and certain of its Subsidiaries designated by SSL shall, as soon as reasonably practicable, accept, assume and agrees agree faithfully to perform perform, discharge and fulfill all of the Excluded Liabilities, such SSL Liabilities in accordance with their respective terms. Parent agrees . (c) SSL hereby waives compliance by each and every member of the SunEdison Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that it shall thereafter may otherwise be solely responsible for applicable with respect to the transfer or sale of any or all of the Excluded Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior SSL Assets to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent SSL 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 or misrepresentation by any member of the Company Group of the Parent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing 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 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.

Transfer of Assets and Assumption of Liabilities. (a) Effective Parent agrees on or before prior to the Offerings Closing Date, Parent hereby agrees Redemption Date to assign, transfer, convey and deliver to the CompanyWireless, and agrees to cause each member of the Parent Group its applicable Subsidiaries to assign, transfer, convey and deliver to the CompanyWireless, and the Company hereby Wireless agrees to accept from Parent and each member of the Parent Group, all of Parent's and Parent Group's respective right, title and interest in all of the Company Assets.to (b) Effective on or before Wireless agrees from and after the Offerings Closing Date, the Company hereby agrees to assume and agrees Redemption Date faithfully to perform and fulfill all of the Company Liabilities, Additional Wireless Group Liabilities in accordance with their respective termsterms and to assume obligations to defend Actions which constitute Wireless Group Liabilities or Additional Wireless Group Liabilities. The Company From and after such date, Wireless shall thereafter be responsible for all of the Company Additional Wireless Group Liabilities, regardless of when or where such Additional Wireless Group Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Additional Wireless Group Liabilities are asserted or determined (including any Company Additional Wireless Group Liabilities arising out of claims made by Parent's or Wireless's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Company Wireless 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 or misrepresentation by any member of the Parent Group or the Company Wireless Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before Parent agrees from and after the Offerings Closing Date, Company hereby agrees to assign, transfer, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assets. (d) Effective on or before the Offerings Closing Date, Parent hereby agrees to assume and agrees Redemption Date faithfully to perform and fulfill all of the Excluded Liabilities, Liabilities in accordance with their respective termsterms and to assume obligations to defend Actions which constitute Excluded Liabilities. From and after such date, Parent agrees that it shall thereafter be solely responsible for all of the 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 date hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the CompanyParent's or Wireless's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Parent Group or the Parent Wireless 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 or misrepresentation by any member of the Company Parent Group of or the Parent Wireless Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (d) Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered in accordance with the terms of this Agreement or the applicable Ancillary Agreement. Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, the applicable Delayed Transfer Asset shall be treated (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Redemption Date), any party hereto (or any member of such party's respective Group), ) shall receive or otherwise possess any Asset that is allocated allocable to any other Person pursuant to this Agreement or any 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. For purposes hereof, all Assets that are not Wireless Group Assets or Additional Wireless Group Assets shall be deemed allocated to the Parent Group. Without limiting the foregoing, but subject to Section 2.7(a), Wireless agrees to take such action as may be necessary to transfer to Parent any Parent Assets or any other Assets that are not Wireless Group Assets or Additional Wireless Group Assets held by any member of the Wireless Group, whether prior to, at or after the Redemption Date. Notwithstanding the foregoing, for purposes of clarification, the parties agree that any Assets acquired by the Wireless Group after the Distribution Date shall not be Parent Assets.

Transfer of Assets and Assumption of Liabilities. (a) Effective on or before the Offerings Closing DateLucent hereby contributes, Parent hereby assigns, transfers, conveys and delivers to Avaya, and agrees to cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to the CompanyAvaya, and agrees to cause each member of the Parent Group to assign, transfer, convey Avaya hereby accepts from Lucent and deliver to the Company, and the Company hereby agrees to accept from Parent and each member of the Parent Groupits Subsidiaries, all of ParentLucent's and Parent Group's its Subsidiaries' respective right, title and interest in all of Avaya Assets, other than the Company Delayed Transfer Assets. (b) Effective on or before the Offerings Closing DateAvaya hereby accepts, the Company hereby agrees to assume assumes and agrees faithfully to perform and fulfill all of the Company Avaya Liabilities, other than the Delayed Transfer Liabilities, in accordance with their respective terms. The Company Avaya shall thereafter be responsible for all of the Company Avaya Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Company Avaya Liabilities arising out of claims made by ParentLucent's, or Avaya's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Lucent Group or the Company Avaya 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 or misrepresentation by any member of the Parent Lucent Group or the Company Avaya Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before Each of the Offerings Closing Dateparties hereto agrees that the Delayed Transfer Assets will be contributed, Company hereby agrees to assignassigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be accepted and assumed, in accordance with the terms of the agreements that provide for such contribution, assignment, transfer, convey conveyance and deliver to delivery, or such acceptance and assumption, after the Parent and agrees to cause each member date of the Company Group to assignthis Agreement or as otherwise set forth on Schedule 2.1(c). Following such contribution, assignment, transfer, convey conveyance and deliver to delivery of any Delayed Transfer Asset, or the Parentacceptance and assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the Parent hereby agrees to accept from Company and each member of Ancillary Agreements as an Avaya Asset or an Avaya Liability, as the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assetscase may be. (d) Effective on or before the Offerings Closing Date, Parent hereby agrees to assume and agrees faithfully to perform and fulfill all of the Excluded Liabilities, in accordance with their respective terms. Parent agrees that it shall thereafter be solely responsible for all of the Excluded Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent 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 or misrepresentation by any member of the Company Group of the Parent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Distribution 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 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.

Transfer of Assets and Assumption of Liabilities. (a) Effective on or before the Offerings Closing Distribution Date, Parent hereby agrees to assign, transfer, convey and deliver to the Company, and agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to accept from Parent and each member of the Parent Group, all of Parent's and Parent Group's respective right, title and interest in all of the Company Assets, if any, not otherwise assigned, transferred, conveyed or delivered to Company in accordance with the Letter Ruling. (b) Effective on or before the Offerings Closing Distribution Date, the Company hereby agrees to assume and agrees faithfully to perform and fulfill all of the Company Liabilities, in accordance with their respective terms. The Company shall thereafter be responsible for all of the Company Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Company Liabilities arising out of claims made by Parent's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Company 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 or misrepresentation by any member of the Parent Group or the Company Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before the Offerings Closing Distribution Date, the Company hereby agrees to assign, transfer, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assets, if any, not otherwise assigned, transferred, conveyed or delivered to Parent in accordance with the Letter Ruling. (d) Effective on or before the Offerings Closing Distribution Date, Parent hereby agrees to assume and agrees faithfully to perform and fulfill all of the Excluded Liabilities, in accordance with their respective terms. Parent agrees that it shall thereafter be solely responsible for all of the Excluded Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent 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 or misrepresentation by any member of the Company Group of or the Parent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (e) Before the Distribution Date, (i) Parent hereby agrees to repay the total outstanding principal and accrued interest owed to IAG (the "IAG Repayment"), and (ii) Company will borrow from IAG an amount equal to the IAG Repayment and declare and pay a dividend to Parent in the amount of the IAG Repayment. (f) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to have the licenses or leases that currently are in the name of Parent and are listed on SCHEDULE 2.2(F), assigned or transferred to Company as set forth on SCHEDULE 2.2(F), and Company shall assume all duties and obligations under such licenses or leases in full, except as expressly agreed to in writing by Parent. (g) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to assign and transfer to Company the interest rate swaps, caps and floors listed on SCHEDULE 2.2(G). To the extent that Parent cannot, without a guaranty or otherwise unconditionally, assign and transfer the floors listed on SCHEDULE 2.2(G) to Company, Parent will retain swaps listed on SCHEDULE 2.2(G) of sufficient economic value to Parent to offset the economic cost to Parent resulting from the termination of such floors. (h) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Distribution 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 Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior However, Parent shall not cause any Company Asset to be transferred prior to the Distribution Date without the written consent of the Company. Before any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person.

Transfer of Assets and Assumption of Liabilities. (a) Effective on or before the Offerings Closing Distribution Date, Parent hereby agrees to assign, transfer, convey and deliver to the Company, and agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to accept from Parent and each member of the Parent Group, all of Parent's and Parent Group's respective right, title and interest in all of the Company Assets, if any, not otherwise assigned, transferred, conveyed or delivered to Company in accordance with the Letter Ruling. (b) Effective on or before the Offerings Closing Distribution Date, the Company hereby agrees to assume and agrees faithfully to perform and fulfill all of the Company Liabilities, in accordance with their respective terms. The Company shall thereafter be responsible for all of the Company Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Company Liabilities arising out of claims made by Parent's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Company 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 or misrepresentation by any member of the Parent Group or the Company Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before the Offerings Closing Distribution Date, the Company hereby agrees to assign, transfer, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assets, if any, not otherwise assigned, transferred, conveyed or delivered to Parent in accordance with the Letter Ruling. (d) Effective on or before the Offerings Closing Distribution Date, Parent hereby agrees to assume and agrees faithfully to perform and fulfill all of the Excluded Liabilities, in accordance with their respective terms. Parent agrees that it shall thereafter be solely responsible for all of the Excluded Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent 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 or misrepresentation by any member of the Company Group of or the Parent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (e) Before the Distribution Date, (i) Parent hereby agrees to repay the total outstanding principal and accrued interest owed to IAG (the "IAG Repayment"), and (ii) Company will borrow from IAG an amount equal to the IAG Repayment and declare and pay a dividend to Parent in the amount of the IAG Repayment. (f) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to have the licenses or leases that currently are in the name of Parent and are listed on Schedule 2.2(f), assigned or transferred to Company as set forth on Schedule 2.2(f), and Company shall assume all duties and obligations under such licenses or leases in full, except as expressly agreed to in writing by Parent. (g) Effective on or before the Distribution Date, Parent and Company hereby agree to use their respective best efforts to assign and transfer to Company the interest rate swaps, caps and floors listed on Schedule 2.2(g). To the extent that Parent cannot, without a guaranty or otherwise unconditionally, assign and transfer the floors listed on Schedule 2.2(g) to Company, Parent will retain swaps listed on Schedule 2.2(g) of sufficient economic value to Parent to offset the economic cost to Parent resulting from the termination of such floors. (h) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Distribution 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 Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior However, Parent shall not cause any Company Asset to any such transfer, be transferred prior to the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person.Distribution Date without the written consent of the Company. Before any

Transfer of Assets and Assumption of Liabilities. (a) Effective on or before the Offerings Closing DateEach of AT&T and NCR hereby assigns, Parent hereby transfers, conveys and delivers to Lucent, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to the CompanyLucent, and agrees to cause Lucent hereby accepts from each member of the Parent Group to assign, transfer, convey AT&T and deliver to the Company, NCR and the Company hereby agrees to accept from Parent and each member of the Parent Grouptheir respective Subsidiaries, all of ParentAT&T's and Parent GroupNCR's and their applicable Subsidiaries' respective right, title and interest in all of Lucent Assets, other than the Company Delayed Transfer Assets. (b) Effective on or before the Offerings Closing Date, the Company Lucent hereby agrees to assume assumes and agrees faithfully to perform and fulfill all of the Company Lucent Liabilities, other than the Delayed Transfer Liabilities, in accordance with their respective terms. The Company Lucent shall thereafter be responsible for all of the Company Lucent Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Company Lucent Liabilities arising out of claims made by ParentAT&T's, Lucent's or NCR's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent AT&T Group or the Company Lucent 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 or misrepresentation by any member of the Parent AT&T Group or the Company Lucent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before Each of the Offerings Closing Dateparties hereto agrees that the Delayed Transfer Assets will be assigned, Company hereby agrees to assigntransferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, convey conveyance and deliver to delivery, or such assumption, after the Parent and agrees to cause each member date of the Company Group to assignthis Agreement or as otherwise set forth on Schedule 2.1(c). Following such assignment, transfer, convey conveyance and deliver to delivery of any Delayed Transfer Asset, or the Parentassumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the Parent hereby agrees to accept from Company and each member of Ancillary Agreements as an Lucent Asset or an Lucent Liability, as the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assetscase may be. (d) Effective on or before the Offerings Closing Date, Parent hereby agrees to assume and agrees faithfully to perform and fulfill all of the Excluded Liabilities, in accordance with their respective terms. Parent agrees that it shall thereafter be solely responsible for all of the Excluded Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent 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 or misrepresentation by any member of the Company Group of the Parent Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Distribution 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 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.

Transfer of Assets and Assumption of Liabilities. (a) Effective Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or before prior to the Offerings Closing DateDistribution Date 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) OPC shall, Parent hereby agrees to and shall cause its applicable Subsidiaries to, assign, transfertransfer and convey to CRC, convey and deliver to or the Companyapplicable CRC Designees, and agrees to cause each member of the Parent Group to assign, transfer, convey and deliver to the Company, and the Company hereby agrees to CRC or such CRC Designees shall accept from Parent OPC and each member of the Parent Groupits applicable Subsidiaries, all of Parent's OPC’s and Parent Group's such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the Company Assets.CRC Assets (it being understood that if any CRC Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such CRC Asset will be indirectly owned by CRC as a result of the transfer of the equity interests in such Transferred Entity); (bii) Effective on or before CRC and the Offerings Closing Date, applicable CRC Designees shall accept and assume from OPC and the Company hereby agrees to assume applicable OPC Subsidiaries and agrees agree faithfully to perform perform, discharge and fulfill all certain of the Company Liabilities, CRC Liabilities in accordance with their respective terms. The Company CRC and such CRC Designees shall thereafter be responsible for all of the Company CRC Liabilities, regardless of when or where such CRC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereofDistribution Date, regardless of where or against whom such CRC Liabilities are asserted or determined (including any Company CRC Liabilities arising out of claims made by Parent's the respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of the Parent Group or the Company 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 lawLaw, fraud fraud, misrepresentation or misrepresentation any other cause by any member of the Parent Group or the Company Group either Group, or any of their respective directors, officers, employees, agents, Subsidiaries agents or Affiliates.managers; (ciii) Effective on or before the Offerings Closing Date, Company hereby agrees OPC shall cause its applicable Subsidiaries to assign, transfertransfer and convey to certain of its other Subsidiaries, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to which shall accept from Company and each member of the Company Groupsuch applicable OPC Subsidiaries, all of the Company's and the Company Group's such applicable Subsidiaries’ respective right, title and interest in all of the Excluded Assets.and to any OPC Assets specified by OPC to be so assigned, transferred and conveyed; and (div) Effective on or before the Offerings Closing Date, Parent hereby agrees to OPC and certain of its Subsidiaries shall accept and assume from certain of its other Subsidiaries and agrees agree faithfully to perform perform, discharge and fulfill all certain OPC Liabilities of the Excluded Liabilitiessuch other Subsidiaries, in accordance with their respective terms. Parent agrees that it and OPC and its applicable Subsidiaries shall thereafter be solely responsible for all of the Excluded OPC Liabilities, regardless of when or where such OPC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereofDistribution Date, regardless of where or against whom such OPC Liabilities are asserted or determined (including any Excluded such OPC Liabilities arising out of claims made by the Company's respective directors, officers, employees, agents, stockholders, managers, Subsidiaries or Affiliates of either Group against any member of the Company Group or the Parent 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 lawLaw, fraud fraud, misrepresentation or misrepresentation any other cause by any member of the Company Group of the Parent Group either Group, or any of their respective directors, officers, employees, agents, Subsidiaries agents or Affiliates. (e) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Date), any party hereto (or any member of such party's respective Group), shall receive or managers. Except as otherwise possess any Asset that is allocated to any other Person pursuant to specifically set forth in this Agreement or any Ancillary Agreement, (A) and except for where the assumption by CRC of any CRC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any CRC Liabilities have not been accepted and assumed by CRC or an applicable CRC Designee in accordance with Section 2.1(a)(ii) as of immediately prior to the Distribution Date, then from and after the Distribution Date, CRC shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such party CRC Liabilities in accordance with their respective terms and (B) and except for where the assumption by OPC of any OPC Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made by the Distribution Date, to the extent that any OPC Liabilities have not been accepted and assumed by OPC or an applicable OPC Group member in accordance with Section 2.1(a)(iv) as of immediately prior to the Distribution Date, then from and after the Distribution Date, OPC shall promptly and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such OPC Liabilities in accordance with their respective terms. (b) In furtherance of the assignment, transfer and conveyance of the CRC Assets and the assumption of the CRC Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii) and Section 2.1(d), on, before and/or as of the date that such CRC Assets are assigned, transferred or conveyed or such CRC Liabilities are assumed (i) OPC 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 OPC’s and its Subsidiaries’ (other than CRC and its Subsidiaries) right, title and interest in and to the CRC Assets to CRC and the CRC Designees, and (ii) CRC shall execute and deliver, and shall cause the CRC 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 CRC Liabilities. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “OPC Transfer Documents.” (c) In furtherance of the assignment, transfer and conveyance of OPC Assets and the assumption of OPC Liabilities set forth in Sections 2.1(a)(iii) and 2.1(a)(iv) and Section 2.1(e), on, before and/or as of the date that such CRC Assets are assigned, transferred or conveyed or such CRC Liabilities are assumed: (i) CRC 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 CRC’s and its Subsidiaries’ right, title and interest in and to the OPC Assets to OPC and its Subsidiaries, and (ii) OPC 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 OPC Liabilities. All of the foregoing documents contemplated by this Section 2.1(c) shall be referred to collectively herein as the “CRC Transfer Documents” and, together with the OPC Transfer Documents, the “Transfer Documents.” (d) To the extent any CRC Asset is not transferred, assigned or delivered to or retained by, or any CRC Liability is not assumed by or retained by, a member of the CRC Group at the Distribution Date or is owned or held by a member of the OPC Group after the Distribution Date, from and after the Distribution Date, any such CRC Asset or CRC Liability shall be held by such member of the OPC Group for the use and benefit of the member of the CRC Group entitled thereto (at the expense of the member of the CRC Group entitled thereto) in accordance with Section 2.4(e), and, subject to Section 2.4(c): (i) OPC shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to CRC or certain of its Subsidiaries designated by CRC, and CRC or such Subsidiaries shall accept from OPC and its applicable Subsidiaries, all of OPC’s and such Subsidiaries’ respective right, title and interest in and to such CRC Assets; and (ii) CRC and certain of its Subsidiaries designated by CRC shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such CRC Liabilities in accordance with their respective terms. (e) To the extent any OPC Asset is not transferred, assigned or delivered to or retained by, or any OPC Liability is not assumed by or retained by, a member of the OPC Group at the Distribution Date or is owned or held by a member of the CRC Group after the Distribution Date, from and after the Distribution Date, any such OPC Asset or OPC Liability shall be held by such member of the CRC Group for the use and benefit of the member of the OPC Group entitled thereto (at the expense of the member of the OPC Group entitled thereto) in accordance with Section 2.4(f), and, subject to Section 2.4(d): (i) CRC shall, and shall cause its applicable Subsidiaries to, as soon as reasonably practicable, assign, transfer, convey and deliver to OPC or certain of its Subsidiaries designated by OPC, and OPC or such Subsidiaries shall accept from CRC and its applicable Subsidiaries, all of CRC’s and such Subsidiaries’ respective right, title and interest in and to such OPC Assets; and (ii) OPC and certain of its Subsidiaries designated by OPC shall, as soon as reasonably practicable, accept, assume and agree faithfully to perform, discharge and fulfill all such OPC Liabilities in accordance with their respective terms. (f) CRC hereby waives compliance by each and every member of the OPC 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 Person so entitled thereto. Prior transfer or sale of any or all of the CRC Assets to any such member of the CRC Group. (g) OPC hereby waives compliance by each and every member of the CRC 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 Person receiving transfer or possessing such Asset shall hold such Asset in trust for sale of any such other Personor all of the OPC Assets to any member of the OPC Group.

Transfer of Assets and Assumption of Liabilities. (a) Effective Astronics hereby agrees on or before the Offerings Closing Date, Parent hereby agrees Distribution Date to assign, transfer, convey and deliver to the CompanyMOD-PAC, and agrees to cause each member of the Parent Group its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to the CompanyMOD-PAC, and the Company MOD-PAC hereby agrees to accept accepts from Parent Astronics and each member of the Parent Groupits Subsidiaries, all of Parent's Astronics' and Parent Group's its Subsidiaries' respective right, title and interest in all of the Company Additional MOD-PAC Assets. (b) Effective on or before the Offerings Closing DateMOD-PAC hereby accepts, the Company hereby agrees to assume assumes and agrees from and after the Distribution Date to faithfully to perform and fulfill all of the Company Liabilities, Additional MOD-PAC Liabilities in accordance with their respective terms. The Company From and after the Distribution Date, MOD-PAC shall thereafter be responsible for all of the Company Additional MOD-PAC Liabilities, regardless of when or where such Additional MOD-PAC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Additional MOD-PAC Liabilities are asserted or determined (including any Company Liabilities arising out of claims made by Parent's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Company 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 or misrepresentation by any member of the Parent Astronics Group or the Company MOD-PAC Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Effective on or before the Offerings Closing Date, Company Astronics hereby agrees from and after the Distribution Date to assign, transfer, convey and deliver to the Parent and agrees to cause each member of the Company Group to assign, transfer, convey and deliver to the Parent, and the Parent hereby agrees to accept from Company and each member of the Company Group, all of the Company's and the Company Group's respective right, title and interest in all of the Excluded Assets. (d) Effective on or before the Offerings Closing Date, Parent hereby agrees to assume and agrees faithfully to perform and fulfill all of the Excluded Liabilities, Liabilities in accordance with their respective terms. Parent agrees that it From and after the Distribution Date, Astronics shall thereafter be solely responsible for all of the 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 date hereof, regardless of where or against whom such Excluded Liabilities are asserted or determined (including any Excluded Liabilities arising out of claims made by the Company's directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Company Group or the Parent 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 or misrepresentation by any member of the Company Astronics Group of or the Parent MOD-PAC Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (ed) In the event that at any time or from time to time (whether prior to or after the Offerings Closing Distribution 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 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.