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

Transfer of Assets Assumption of Liabilities. (a) Subject to Section 3.03, as of the Distribution Time, (i) the right, title and interest in all RhinoRx Assets will be owned by the RhinoRx Entities and (ii) all RhinoRx Liabilities will be the obligation of the RhinoRx Entities. Prior to the Distribution Time, subject to Section 3.03, Rhino and the RhinoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, assignments, deeds, stock powers, certificates of title and instruments of assumption) to cause (i) the RhinoRx Entities to own all of the RhinoRx Assets and (ii) the RhinoRx Entities to have assumed and be subject to all of the RhinoRx Liabilities. (b) Subject to Section 3.03, as of the Distribution Time, (i) the right, title and interest in all Non-RhinoRx Assets will be owned and retained by Rhino or its Subsidiaries (other than the RhinoRx Entities) and (ii) all Non-RhinoRx Liabilities will be the obligation of Rhino or its Subsidiaries (other than the RhinoRx Entities). Prior to the Distribution Time, subject to Section 3.03, Rhino and the RhinoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, stock powers, certificates of title and instruments of assumption) to cause (i) Rhino or its Subsidiaries (other than the RhinoRx Entities) to own all of the Non-RhinoRx Assets and (ii) Rhino or its Subsidiaries (other than the RhinoRx Entities) to assume and be subject to all of the Non-RhinoRx Liabilities. (c) In the event that at any time or from time to time (whether prior to or after the Closing Date) Rhino or RhinoRx (or any of their respective Subsidiaries) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement, subject to Section 3.03, 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 Assumption of Liabilities. (a) Subject to Section 3.032.03, as of the Distribution Time, (i) the right, title and interest in all RhinoRx HippoRx Assets will be owned by the RhinoRx HippoRx Entities and (ii) all RhinoRx HippoRx Liabilities will be the obligation of the RhinoRx HippoRx Entities. Prior to the Distribution Time, subject to Section 3.032.03, Rhino Hippo and the RhinoRx HippoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, assignments, deeds, stock powers, certificates of title and instruments of assumption) to cause (i) the RhinoRx HippoRx Entities to own all of the RhinoRx HippoRx Assets and (ii) the RhinoRx HippoRx Entities to have assumed assume and be subject to all of the RhinoRx HippoRx Liabilities. (b) Subject to Section 3.032.03, as of the Distribution Time, (i) the right, title and interest in all Non-RhinoRx HippoRx Assets will be owned and retained by Rhino Hippo or its Subsidiaries (other than the RhinoRx HippoRx Entities) and (ii) all Non-RhinoRx HippoRx Liabilities will be the obligation of Rhino Hippo or its Subsidiaries (other than the RhinoRx HippoRx Entities). Prior to the Distribution Time, subject to Section 3.032.03, Rhino Hippo and the RhinoRx HippoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, stock powers, certificates of title and instruments of assumption) to cause (i) Rhino Hippo or its Subsidiaries (other than the RhinoRx HippoRx Entities) to own all of the Non-RhinoRx HippoRx Assets and (ii) Rhino Hippo or its Subsidiaries (other than the RhinoRx HippoRx Entities) to assume and be subject to all of the Non-RhinoRx HippoRx Liabilities. (c) In the event that at any time or from time to time (whether prior to or after the Closing Date) Rhino Hippo or RhinoRx HippoRx (or any of their respective Subsidiaries) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement, subject to Section 3.032.03, 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 Assumption of Liabilities. (a) Subject to Section 3.033.04, as of the Distribution Time, (i) the right, title and interest in all RhinoRx Journal Newspaper Assets will be owned owned, free and clear of all Liens (other than Permitted Liens), by the RhinoRx Journal Newspaper Entities and (ii) all RhinoRx Journal Newspaper Liabilities will be the obligation of the RhinoRx Journal Newspaper Entities. Prior to the Distribution Time, subject to Section 3.033.04, Rhino Journal and the RhinoRx Journal Newspaper Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, assignments, deeds, stock powers, certificates of title and instruments of assumption) to cause (iA) the RhinoRx Journal Newspaper Entities to own all of the RhinoRx Journal Newspaper Assets free and clear of all Liens (other than Permitted Liens) and (iiB) the RhinoRx Journal Newspaper Entities to have assumed and be subject to all of the RhinoRx Journal Newspaper Liabilities. (b) Subject to Section 3.033.04, as of the Distribution Time, (i) the right, title and interest in all Non-RhinoRx Journal Broadcast Assets will be owned and retained by Rhino Journal or its Subsidiaries (other than the RhinoRx Entities) Journal Broadcast Entities and (ii) all Non-RhinoRx Journal Broadcast Liabilities will be the obligation of Rhino Journal or its Subsidiaries (other than the RhinoRx Journal Broadcast Entities). Prior to the Distribution Time, subject to Section 3.033.04, Rhino Journal and the RhinoRx Entities its Subsidiaries shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, stock powers, certificates of title and instruments of assumption) to cause (iA) Rhino Journal or its Subsidiaries (other than the RhinoRx Entities) Journal Broadcast Entities to own all of the Non-RhinoRx Journal Broadcast Assets and (iiB) Rhino Journal or its Subsidiaries (other than the RhinoRx Entities) Journal Broadcast Entities to assume and be subject to all of the Non-RhinoRx Journal Broadcast Liabilities. (c) In the event that at any time or from time to time (whether prior to or after the Closing Date) Rhino or RhinoRx any party hereto (or any of their respective its Subsidiaries) shall receive or otherwise possess any Asset or be liable for any Liability that is allocated to any other Person party hereto (or any of its Subsidiaries) pursuant to this AgreementArticle 3, subject to Section 3.033.04, such party shall promptly transfertransfer or assign, or cause to be transferredtransferred or assigned, such Asset or Liability to the Person party (or its applicable Subsidiary) so entitled theretothereto and the party (or its applicable Subsidiary) so entitled shall accept such Asset or assume such Liability. Prior to any such transfer, the Person receiving or possessing such Asset parties shall hold such Asset in trust for any such other Personcomply, to the extent applicable, with Section 3.04.