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

Transfer of Assets Assumption of Liabilities. (a) The Parties intend that, upon consummation of the Transaction, (i) one or more members of the Construction Group, and not any member of the Materials Group, will hold all right, title and interest in and to all Construction Assets, and that one or more members of the Construction Group, and not any member of the Materials Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Materials Group, and not any member of the Construction Group, will hold all right, title and interest in and to all Materials Assets, and one or more members of the Materials Group, and not any member of the Construction Group, will have the sole liability for all Materials Group Liabilities.