Common use of Transfer of Assets and Liabilities Clause in Contracts

Transfer of Assets and Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and with effect as of the Contribution Date, Yellow hereby contributes, assigns, transfers, conveys and delivers to SCST, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to SCST or a member of the SCST Group, all of Yellow's and such applicable Subsidiaries' respective rights, title and interest in and to the assets set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Assets"). SCST, or the appropriate member of the SCST Group, hereby accepts from Yellow and its Subsidiaries the Contributed Assets. (b) On the terms and subject to the conditions set forth in this Agreement and with effect as of the Contribution Date, SCST hereby accepts, assumes and agrees faithfully to perform, discharge and fulfill all the liabilities set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Liabilities") in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to accept, assume, perform, discharge and fulfill all the Contributed Liabilities to be held by its Subsidiaries in accordance with their respective terms. SCST shall thereafter be responsible for all Contributed Liabilities, regardless of (i) when or where such liabilities arose or arise, (ii) whether the facts on which they are based occurred prior to or subsequent to the date hereof, (iii) where or against whom such liabilities are asserted or determined (including without limitation any liabilities arising out of claims made by Yellow's or SCST's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Yellow Group or the SCST Group), (iv) whether such liabilities were asserted or determined prior to the date hereof, and (v) whether such liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Yellow Group or the SCST Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) In the event that at any time or from time to time (whether prior to or after the Contribution 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, such party shall promptly transfer, or cause to be transferred, such asset to the Person so entitled thereto. Prior to any such transfer, the party possessing such asset shall hold such asset in trust for any such other party, and upon such transfer each party shall reimburse the other or make financial or other adjustments to remedy any liabilities resulting from such transfer or possession.

Transfer of Assets and Liabilities. The parties hereto agree that prior to, on or as promptly as practicable following the AMP Closing (a) On but in any event, prior to the BCA Closing Date, subject only to the terms of this Agreement), the AGSA Entities will hold the assets and Liabilities primarily related to or used in the conduct of the AGSA Retained Business, and the AMP Entities will hold the assets and Liabilities primarily related to or used in the conduct of the AMP Business, together with, in each case, the assets that the members of each Group will use to provide services to the members of the other Group pursuant to the Services Agreement. In ‌ ​ furtherance of the foregoing, and subject to the conditions set forth in this Agreement Section 2.2(a) and with effect as of the Contribution DateSection 2.3, Yellow (i) AGSA hereby contributes, assignsconveys, transfers, conveys contributes and delivers to SCSTassigns, and shall cause its the applicable AGSA Retained Subsidiaries to contributeto, assigneffective as of the AMP Closing Date, convey, transfer, convey contribute and deliver assign to SCST or a member of the SCST Group, applicable AMP Entities (and shall cause such Persons to accept) all of Yellow's AGSA’s and such applicable the AGSA Retained Subsidiaries' ’ respective rights, title and interest in, to and under all assets owned, held, leased or licensed by AGSA or any of the AGSA Retained Subsidiaries (as applicable) and used in and or related to the assets set forth in paragraph 2.1 conduct of the Disclosure Letter (the "Contributed Assets"). SCST, AMP Business or the appropriate member that will be used by any of the SCST Group, hereby accepts from Yellow and its Subsidiaries the Contributed Assets. (b) On the terms and subject AMP Entities to provide any services to the conditions set forth in this AGSA Entities under the Services Agreement and with effect as of following the Contribution Date, SCST hereby accepts, assumes and agrees faithfully to perform, discharge and fulfill all the liabilities set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Liabilities") in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to accept, assume, perform, discharge and fulfill all the Contributed Liabilities to be held by its Subsidiaries in accordance with their respective terms. SCST shall thereafter be responsible for all Contributed Liabilities, regardless of (i) when or where such liabilities arose or ariseAMP Transfer, (ii) whether AGSA shall cause the facts on which they are based occurred prior applicable AMP Entities, effective as of the AMP Closing Date, to or subsequent convey, transfer, contribute, and assign to the date hereofapplicable AGSA Retained Subsidiaries (and shall cause such Persons to accept), all of the AMP Entities’ respective rights, title and interest in, to and under any assets owned, held, leased or licensed by any of the AMP Entities and used in or related to the conduct of the AGSA Retained Business or that will be used by any of the AGSA Retained Subsidiaries to provide any services to the AMP Entities under the Services Agreement following the AMP Transfer, and (iii) where in connection with the transfers described in the foregoing clauses (i) and (ii), AGSA shall cause the applicable AGSA Retained Subsidiaries and AMP Entities to assume the respective Liabilities related to or against whom arising from such liabilities are asserted or determined (including without limitation any liabilities arising out of claims made by Yellow's or SCST's respective directors, officers, employees, agents, assets transferred to such AGSA Retained Subsidiaries or Affiliates against any member of such AMP Entities, as the Yellow Group or the SCST Group), (iv) whether such liabilities were asserted or determined prior to the date hereof, and (v) whether such liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Yellow Group or the SCST Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) In the event that at any time or from time to time (whether prior to or after the Contribution 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 case may be. The assets transferred pursuant to this AgreementSection 2.2(a) shall be transferred free and clear of all Encumbrances, such party shall promptly other than Permitted Encumbrances (as defined in the BCA) or those imposed, with respect to assets transferred to an AMP Entity, in connection with any indebtedness of any AMP Entity, and with respect to assets transferred to an AGSA Retained Subsidiary, in connection with any indebtedness of any AGSA Retained Subsidiary. In furtherance of the assignment, transfer, or contribution, conveyance and delivery of the assets and Liabilities pursuant to this Section 2.2(a), each of AGSA and AMPSA shall cause their respective Subsidiaries to be transferred, such asset execute and deliver Local Conveyances as and to the Person so entitled thereto. Prior extent necessary to any such evidence the assignment, transfer, contribution, conveyance and delivery of such assets and Liabilities to the party possessing such asset shall hold such asset in trust for any such other party, and upon such transfer each party shall reimburse the other or make financial or other adjustments to remedy any liabilities resulting from such transfer or possessionapplicable transferee.

Transfer of Assets and Liabilities. (a) On the terms Effective Date of the Merger, FSC Sub and FSB shall become one association, which shall be FSB, the surviving association, and the separate existence of FSC Sub shall cease, except insofar as continued by statute. FSB shall possess all the rights, privileges, powers, franchises and immunities, of a public as well as of a private nature, and be subject to the conditions set forth in this Agreement and with effect as all of the Contribution Daterestrictions, Yellow hereby contributesdisabilities and duties, assignsof each of FSC Sub and FSB. All property, transfersreal, conveys personal and delivers to SCSTmixed, of each of FSC Sub and FSB, and all debts due on whatever account to each of them, including subscriptions, if any, for shares, and all other things in action belonging to each of FSC Sub and FSB, shall cause its applicable Subsidiaries be taken and be deemed to contribute, assign, transfer, convey be transferred to and deliver to SCST or a member of the SCST Group, all of Yellow's and such applicable Subsidiaries' respective rights, title and interest in and to the assets set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Assets"). SCSTvested in, or the appropriate member of the SCST Group, hereby accepts from Yellow and its Subsidiaries the Contributed Assets. (b) On the terms and subject to the conditions set forth in this Agreement and with effect as of the Contribution Date, SCST hereby accepts, assumes and agrees faithfully to perform, discharge and fulfill all the liabilities set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Liabilities") in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to accept, assume, perform, discharge and fulfill all the Contributed Liabilities shall continue to be held by its Subsidiaries in accordance with their respective termsvested in, FSB, without further act or deed. SCST FSB shall thereafter thenceforth be responsible for all Contributed Liabilities, regardless of (i) when or where liabilities and obligations of FSC Sub and FSB in the same manner as if FSB had itself incurred such liabilities arose and obligations. The liabilities of FSC Sub and FSB and of their shareholders, directors and officers, the rights of creditors or ariseof any other persons dealing with FSC Sub or FSB, and any liens upon the property of FSC Sub or FSB (ii) whether the facts on which they are based occurred prior to or subsequent limited to the date hereof, (iii) where or against whom such liabilities are asserted or determined (including without limitation any liabilities arising out of claims made by Yellow's or SCST's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Yellow Group or the SCST Group), (iv) whether such liabilities were asserted or determined property subject thereto immediately prior to the date hereof, and (v) whether such liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member Effective Date of the Yellow Group Merger) shall not be affected or impaired by the SCST Group Merger. Any claim existing or any of their respective directorsaction or proceeding pending by or against either FSC Sub or FSB may be prosecuted to judgment as if the Merger had not taken place, officers, employees, agents, Subsidiaries or Affiliates. (c) In the event FSB may be proceeded against or be substituted in its place. The parties hereto agree that at any time or from time to time (whether prior and as and when requested by FSB, or by its successors or assigns, and to the extent permitted by law, the former officers and directors of FSC Sub and the officers and directors of FSB are fully authorized, in the name of FSC Sub or after the Contribution Date)otherwise, any party hereto (or any member of to execute and deliver all such party's respective Group) shall receive or otherwise possess any asset that is allocated deeds, assignments, confirmations, assurances and other instruments and to any other Person pursuant to this Agreement, such party shall promptly transfer, take or cause to be transferredtaken all such further action as FSB may deem necessary or desirable in order to vest, such asset perfect, confirm in or assure FSB title to and possession of all of said property, rights, privileges, powers, franchises and immunities and otherwise to carry out the Person so entitled thereto. Prior to any such transfer, the party possessing such asset shall hold such asset in trust for any such other party, intent and upon such transfer each party shall reimburse the other or make financial or other adjustments to remedy any liabilities resulting from such transfer or possessionpurposes of this Agreement.

Transfer of Assets and Liabilities. The parties hereto agree that prior to, on or as promptly as practicable following the AMP Closing (a) On but in any event, prior to the BCA Closing Date, subject only to the terms of this Agreement), the AGSA Entities will hold the assets and Liabilities primarily related to or used in the conduct of the AGSA Retained Business, and the AMP Entities will hold the assets and Liabilities primarily related to or used in the conduct of the AMP Business, together with, in each case, the assets that the members of each Group will use to provide services to the members of the other Group pursuant to the Services Agreement. In furtherance of the foregoing, and subject to the conditions set forth in this Agreement Section 2.2(a) and with effect as of the Contribution DateSection 2.3, Yellow (i) AGSA hereby contributes, assignsconveys, transfers, conveys contributes and delivers to SCSTassigns, and shall cause its the applicable AGSA Retained Subsidiaries to contributeto, assigneffective as of the AMP Closing Date, convey, transfer, convey contribute and deliver assign to SCST or a member of the SCST Group, applicable AMP Entities (and shall cause such Persons to accept) all of Yellow's AGSA’s and such applicable the AGSA Retained Subsidiaries' ’ respective rights, title and interest in, to and under all assets owned, held, leased or licensed by AGSA or any of the AGSA Retained Subsidiaries (as applicable) and used in and or related to the assets set forth in paragraph 2.1 conduct of the Disclosure Letter (the "Contributed Assets"). SCST, AMP Business or the appropriate member that will be used by any of the SCST Group, hereby accepts from Yellow and its Subsidiaries the Contributed Assets. (b) On the terms and subject AMP Entities to provide any services to the conditions set forth in this AGSA Entities under the Services Agreement and with effect as of following the Contribution Date, SCST hereby accepts, assumes and agrees faithfully to perform, discharge and fulfill all the liabilities set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Liabilities") in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to accept, assume, perform, discharge and fulfill all the Contributed Liabilities to be held by its Subsidiaries in accordance with their respective terms. SCST shall thereafter be responsible for all Contributed Liabilities, regardless of (i) when or where such liabilities arose or ariseAMP Transfer, (ii) whether AGSA shall cause the facts on which they are based occurred prior applicable AMP Entities, effective as of the AMP Closing Date, to or subsequent convey, transfer, contribute, and assign to the date hereofapplicable AGSA Retained Subsidiaries (and shall cause such Persons to accept), all of the AMP Entities’ respective rights, title and interest in, to and under any assets owned, held, leased or licensed by any of the AMP Entities and used in or related to the conduct of the AGSA Retained Business or that will be used by any of the AGSA Retained Subsidiaries to provide any services to the AMP Entities under the Services Agreement following the AMP Transfer, and (iii) where in connection with the transfers described in the foregoing clauses (i) and (ii), AGSA shall cause the applicable AGSA Retained Subsidiaries and AMP Entities to assume the respective Liabilities related to or against whom arising from such liabilities are asserted or determined (including without limitation any liabilities arising out of claims made by Yellow's or SCST's respective directors, officers, employees, agents, assets transferred to such AGSA Retained Subsidiaries or Affiliates against any member of such AMP Entities, as the Yellow Group or the SCST Group), (iv) whether such liabilities were asserted or determined prior to the date hereof, and (v) whether such liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Yellow Group or the SCST Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) In the event that at any time or from time to time (whether prior to or after the Contribution 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 case may be. The assets transferred pursuant to this AgreementSection 2.2(a) shall be transferred free and clear of all Encumbrances, such party shall promptly other than Permitted Encumbrances (as defined in the BCA) or those imposed, with respect to assets transferred to an AMP Entity, in connection with any indebtedness of any AMP Entity, and with respect to assets transferred to an AGSA Retained Subsidiary, in connection with any indebtedness of any AGSA Retained Subsidiary. In furtherance of the assignment, transfer, or contribution, conveyance and delivery of the assets and Liabilities pursuant to this Section 2.2(a), each of AGSA and AMPSA shall cause their respective Subsidiaries to be transferred, such asset execute and deliver Local Conveyances as and to the Person so entitled thereto. Prior extent necessary to any such evidence the assignment, transfer, contribution, conveyance and delivery of such assets and Liabilities to the party possessing such asset shall hold such asset in trust for any such other party, and upon such transfer each party shall reimburse the other or make financial or other adjustments to remedy any liabilities resulting from such transfer or possessionapplicable transferee.

Transfer of Assets and Liabilities. (a) On the terms and subject Prior to the conditions Closing, the Public Company shall take, or cause to be taken, such action as is necessary or appropriate to transfer, assign or convey the assets, rights, properties and Liabilities of the Business owned or held by the Public Company or its Subsidiaries (other than the Company or its Subsidiaries) set forth in this Agreement Section 7.23(a) of the Company Disclosure Schedule (the “Transferred Assets and with effect Liabilities”) to the Company or its Subsidiaries in the manner set forth in Section 7.23(a) of the Company Disclosure Schedule such that, as of the Contribution DateClosing, Yellow hereby contributesthe Transferred Assets and Liabilities will be owned, assignsheld and assumed by the Company or its Subsidiaries; provided that, transfersat Buyer’s reasonable request, conveys those Transferred Assets and delivers Liabilities covered by the request shall instead be transferred at the Closing to SCST, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to SCST one or a member more Affiliates of the SCST Group, all of Yellow's and such applicable Subsidiaries' respective rights, title and interest in and to the assets set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Assets"). SCST, or the appropriate member of the SCST Group, hereby accepts from Yellow and its Subsidiaries the Contributed AssetsBuyer identified by Buyer. (b) On Except as otherwise contemplated herein or in the terms and subject to the conditions set forth Transition Services Agreement, in this Agreement and with effect as of the Contribution Date, SCST hereby accepts, assumes and agrees faithfully to perform, discharge and fulfill all the liabilities set forth in paragraph 2.1 of the Disclosure Letter (the "Contributed Liabilities") in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to accept, assume, perform, discharge and fulfill all the Contributed Liabilities to be held by its Subsidiaries in accordance with their respective terms. SCST shall thereafter be responsible for all Contributed Liabilities, regardless of (i) when or where such liabilities arose or arise, (ii) whether the facts on which they are based occurred prior to or subsequent to the date hereof, (iii) where or against whom such liabilities are asserted or determined (including without limitation any liabilities arising out of claims made by Yellow's or SCST's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Yellow Group or the SCST Group), (iv) whether such liabilities were asserted or determined prior to the date hereof, and (v) whether such liabilities arise from or are alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the Yellow Group or the SCST Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) In the event that that, at any time or from time to time (whether prior to to, at or after the Contribution Closing Date), any party hereto (i) Public Company or any member of such party's respective Groupits Subsidiaries (other than the Company and its Subsidiaries) shall receive or otherwise possess any asset that is allocated to used primarily in or for the Business or (ii) Buyer or its Subsidiaries (including the Company and its Subsidiaries) shall receive or otherwise possess any asset that is used primarily in the business of Seller and its Subsidiaries (other Person pursuant to this Agreementthan the Company and its Subsidiaries), such party the first Party shall promptly transfer, or cause its Subsidiary to be transferredtransfer, such asset to the Person so entitled theretoother Party or its Subsidiary or designee and such Party or such Party’s Subsidiary or designee shall accept such asset. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Assets and Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment, transfer or assumption thereof, without the authorization, approval, consent or waiver of a third party (including any Governmental Authority), would constitute a breach or other contravention thereof or a violation of applicable Law. Subject to Section 7.4, the Public Company will use its commercially reasonable efforts to obtain any authorization, approval, consent or waiver necessary for the transfer or assignment of any such Transferred Assets and Liabilities, claim, right or benefit to Buyer. Notwithstanding anything to the contrary herein, neither the Public Company nor any of its Affiliates shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any third party in connection with the Public Company’s obligations under this Section 7.23(b). If, on the Closing Date, any such authorization, approval, consent or waiver has not been obtained with respect to any Transferred Assets and Liabilities, or if an attempted transfer or assignment thereof would be ineffective or a violation of applicable Law, then, after the Closing Date, subject to Section 7.4, (1) the Public Company will continue to use commercially reasonable efforts to obtain any such authorization, approval, consent or waiver which has not been, but which may still be, obtained with respect to such Transferred Assets and Liabilities and (2) the Public Company and Buyer will cooperate in a mutually agreeable arrangement (a) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Transferred Assets and Liabilities, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer or (b) under which the Public Company would enforce for the benefit (and at the expense) of Buyer any and all of the Public Company’s or its Subsidiaries’ rights against a third party (including any Governmental Authority) associated with such Transferred Assets and Liabilities, claim, right or benefit (collectively, “Third Party Rights”), and the Public Company would promptly pay to Buyer when received all monies received by them under such Transferred Assets and Liabilities, claim, right or benefit (net of the Public Company’s and its Subsidiaries’ expenses incurred in connection with any assignment contemplated by this Section 7.23(b). (d) Seller and Buyer shall negotiate in good faith to reach an agreement to relocate the Company’s employees who are currently located in Seller’s facilities in Pensacola, Florida and Dallas, Texas to facilities owned or leased by the Company in those locations, such relocation to occur as soon as practicable following the date of this Agreement, but in any event prior to the Closing. (e) Prior to any the Closing, Seller and Buyer shall enter into an agreement, effective as of the Closing, for the property located at Suite Numbers 1300, 1400 and 1500 comprising the entire 13th, 14th and 15th floors of the building at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇’s Green Circle, Greenwood Village, Colorado, 80111 on the terms set forth in Section 7.23(e) of the Company Disclosure Schedule. (f) On or before the Closing, Public Company and its Subsidiaries will take such transfersteps as are necessary to transfer the employment of the Shared Services Employees to the Company and its Subsidiaries. (g) On or before the Closing Date, the party possessing Public Company shall take, or cause to be taken, such asset shall hold such asset in trust for any such other partyaction as is necessary or appropriate to establish local facility (non-data center) standalone networking capabilities, and upon such transfer each party shall reimburse local facility infrastructure services capabilities (including servers, storage and backup equipment not associated with enterprise shared infrastructure and assets related thereto) (“IT Operations”) at Company locations, including Company facilities and individual offices, so that the other or make financial or other adjustments Company can support its own IT Operations from the Closing Date, excluding current shared locations where resources supporting both companies continue to remedy any liabilities resulting from such transfer or possessionprovide services for both companies including but not limited to the Denver, Dallas, and Pensacola locations.