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 Share Exchange, (i) one or more members of the Construction Group, and not any member of the Diversified 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 Diversified Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Diversified Group, and not any member of the Construction Group, will hold all right, title and interest in and to all Diversified Assets, and one or more members of the Diversified Group, and not any member of the Construction Group, will have the sole liability for all Diversified Group Liabilities. (b) Prior to the Exchange Date, each Party will take any action, and will cause their Subsidiaries to take any action, requested by any member of the other Group entitled under Section 5.02 (a) to obtain an Asset or to be relieved of a Liability, reasonably necessary to transfer any such Asset or to assume any such Liability. If any such transfer or assumption of Assets or Liabilities is not consummated on or before the Exchange Date, the Party retaining such Asset or Liability will hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), or will retain such Liability for the account of the Party by whom such Liability is to be assumed pursuant hereto, as the case may be, and will take such other action as may be reasonably requested by the Party to whom such Asset is to be transferred (including licensing, contracting and leasing arrangements), or by whom such Liability is to be assumed, in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred as contemplated hereby. If and when any such Asset or Liability becomes transferable, such transfer will be effected as promptly as possible. (c) Notwithstanding any other provision of this Agreement, this Agreement will not constitute an agreement to transfer any Asset or assume any Liability if an assignment of the Asset or the assumption of the Liability violates any law, rule or regulation or constitutes a breach of any agreement relating to such Asset or Liability.

Transfer of Assets Assumption of Liabilities. (a) The Parties intend thatPrior to the Distribution Date, upon consummation the parties hereto shall cooperate in taking all action necessary to convey, assign and transfer to Energizer or its Affiliates, effective no later than the Distribution Date, all of the Share Exchange, (i) one or more members of the Construction Group, and not any member of the Diversified 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 Energizer Assets held by any member of the Diversified Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Diversified ▇▇▇▇▇▇▇ Group, and not any member to convey, assign and transfer to ▇▇▇▇▇▇▇ or its Affiliates all of the Construction Group, will hold all right, title and interest in and to all Diversified Assets, and one or more members of the Diversified Group, and not any member of the Construction Group, will have the sole liability for all Diversified Group Liabilities. (b) Prior to the Exchange Date, each Party will take any action, and will cause their Subsidiaries to take any action, requested ▇▇▇▇▇▇▇ Assets held by any member of the other Group entitled under Section 5.02 (a) to obtain an Asset or to be relieved Energizer Group. Effective as of a Liability, reasonably necessary to transfer any such Asset or to assume any such Liability. If any such transfer or assumption of Assets or Liabilities is not consummated on or before the Exchange Distribution Date, Energizer and its Affiliates shall become the Party retaining such Asset or Liability will hold such Asset in trust for the use and benefit beneficial owners of all of the Party entitled thereto (at Energizer Assets, and ▇▇▇▇▇▇▇ and its Affiliates shall remain the expense beneficial owners of all of the Party entitled thereto)▇▇▇▇▇▇▇ Assets. The parties acknowledge that formal actions to effect fully the legal transfers of such Assets may not be completed by the Distribution Date, but that the entire beneficial title and interest in and to each Asset shall pass to Energizer or will retain such Liability for remain with ▇▇▇▇▇▇▇, as the account case may be, as of the Party by whom Distribution Date. The parties shall take such Liability action as is necessary in their reasonable discretion, whether before or after the Distribution Date, to be assumed pursuant heretocomplete the transfer of the Energizer Assets to the Energizer Group and the ▇▇▇▇▇▇▇ Assets to the ▇▇▇▇▇▇▇ Group, as the case may be, and will take each party shall cooperate fully with the other in such other action as may be reasonably requested by regard. ▇▇▇▇▇▇▇ and Energizer shall cooperate in estimating the Party to whom such Asset is appropriate amount of Cash to be transferred to or from members of the Energizer Group on or before March 31, 2000 to cause the Energizer Group to hold, as of the close of business on March 31, 2000, Cash in such an amount that would cause the Indebtedness of the Energizer Group, at the close of business on such date, to equal US$586.8 million, net of such Cash. The parties shall use reasonable efforts to cause the transfer of Cash to or from Energizer to effect this provision. (including licensingb) As of the Distribution Date, contracting Energizer and leasing arrangements)▇▇▇▇▇▇▇ and, as appropriate, other members of their respective Groups, shall assume or retain all of the Liabilities, with respect to Energizer, of the Battery Business and Former Battery Businesses and, with respect to ▇▇▇▇▇▇▇, of the ▇▇▇▇▇▇▇ Business and Former ▇▇▇▇▇▇▇ Businesses, of whatsoever type or nature, arising exclusively out of or associated exclusively with the ownership of the Assets of such Businesses or Former Businesses or the operation of such Businesses or Former Businesses prior to the Distribution, whether such Liabilities become known prior to or after, or by whom such are asserted prior to or after, the Distribution. Unless otherwise provided in this Agreement or any Schedule hereto, Energizer and its Affiliates and ▇▇▇▇▇▇▇ and its Affiliates shall assume (or retain, as the case may be) a share of any Shared Liability is in proportion, as applicable, to their respective ownership of the relevant Assets, control of affected operations or employment of affected individuals. Shared Liabilities shall include, but not be assumedlimited to, those set forth on Schedule 2.04(b)(1). Notwithstanding the foregoing, effective as of the Distribution Date, Energizer or another member of the Energizer Group shall assume or retain Liabilities specifically described in order any other provision of this Agreement or any Ancillary Agreement, and Liabilities described on Schedule 2.04(b)(2) to place such Partythis Agreement. ▇▇▇▇▇▇▇ and members of the ▇▇▇▇▇▇▇ Group shall, insofar except as reasonably possiblequalified hereinabove, assume or retain the Liabilities specifically described in this Agreement or any Ancillary Agreement, and the same position as if such Asset or Liability had been transferred as contemplated hereby. If and when any such Asset or Liability becomes transferable, such transfer will be effected as promptly as possibleLiabilities specifically described on Schedule 2.04(b)(3) to this Agreement. (c) Notwithstanding The parties agree and acknowledge that the assumption or retention by Energizer or other members of the Energizer Group or ▇▇▇▇▇▇▇ or other members of the ▇▇▇▇▇▇▇ Group, as the case may be, of all such Liabilities described herein is part of a single plan to transfer the Battery Business and the Energizer Assets to Energizer as of the Distribution Date. With regard to that plan, the parties further agree that (i) the entire beneficial title and interest in and to each and all of the Energizer Assets shall, regardless of when legal title to any such asset is in fact transferred to Energizer or its Subsidiaries, remain in ▇▇▇▇▇▇▇ until the Distribution Date at which time all beneficial title and interest in all of the Energizer Assets will pass to Energizer, and all title and interest in and to each and all of the ▇▇▇▇▇▇▇ Assets which is owned by a member of the Energizer Group prior to the Distribution Date shall, regardless of when legal title to any such asset is in fact transferred to ▇▇▇▇▇▇▇ or its Subsidiaries after the Distribution Date, be beneficially owned by ▇▇▇▇▇▇▇; (ii) the economic burden of the assumption or retention by the members of the Energizer Group or the ▇▇▇▇▇▇▇ Group, as the case may be, of each and all of the Liabilities described herein shall pass to the Energizer Group or the ▇▇▇▇▇▇▇ Group, as the case may be, as of the Distribution Date, regardless of when Energizer or any other provision member of the Energizer Group or ▇▇▇▇▇▇▇ or any other member of the ▇▇▇▇▇▇▇ Group, as the case may be, in fact assumes or becomes legally obligated to the obligee of any one or more of such Liabilities; and (iii) all operations of the Battery Business shall be for the account of ▇▇▇▇▇▇▇ through 12:01 a.m. on the Distribution Date and shall be for the account of Energizer thereafter. (d) ▇▇▇▇▇▇▇ and Energizer shall, and shall cause their Affiliates to, execute prior to, or as soon as practicable following, the Distribution Date, such additional agreements and arrangements as may be necessary or appropriate (i) to effect the restructuring transactions set forth in Section 2.01; (ii) to transfer to the appropriate member of the Energizer Group or ▇▇▇▇▇▇▇ Group such local product registrations, franchises, licenses, and any other governmental authorizations or other rights owned or held by ▇▇▇▇▇▇▇, Energizer or their respective Groups that are necessary to the conduct of their Businesses in such jurisdiction; (iii) to make all such further assignments and do all such other acts as are necessary or desirable to carry out the intent of the parties that each of the Businesses, as a going concern, be fully vested in the appropriate party as of the Distribution Date and operated for its benefit and burden as of 12:01 a.m. on the Distribution Date; and (iv) to provide for, and negotiate in good faith, such other agreements and arrangements relating to the foregoing as the parties deem appropriate, including, but not limited to, any such agreements or arrangements relating to the treatment of employees, benefit plans, intellectual property and taxes. (e) If any Energizer Asset or ▇▇▇▇▇▇▇ Asset is not owned, respectively, by a member of the Energizer Group or ▇▇▇▇▇▇▇ Group or leased from a third party or governmental entity by a member of the appropriate Group, as of the Distribution Date, ▇▇▇▇▇▇▇ and Energizer shall use their reasonable best efforts to transfer, assign and deliver such assets or leases to the appropriate member of the other Group as soon as practicable thereafter. Prior to such transfer or assignment, ▇▇▇▇▇▇▇ or Energizer, as the case may be, shall use its reasonable best efforts to give the benefits of ownership of such Assets to the appropriate member of the other Group. The entire economic beneficial interest in and to, and the risk of loss with respect to, such Assets shall, regardless of when legal title thereto shall be transferred to the appropriate member of the Energizer or ▇▇▇▇▇▇▇ Group, pass to those entities as of the Distribution. ▇▇▇▇▇▇▇ and Energizer shall, or shall cause their Affiliates to, hold such Assets for the benefit and risk of the other and shall cooperate with the other in any lawful and reasonable arrangements designed to provide the benefits of ownership of the Assets to it, including, but not limited to, properly recording evidence of such beneficial ownership and risk of loss with appropriate governmental entities as required by applicable law. In the event that the legal interest in such Assets or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, assigned, transferred or conveyed hereunder as a result of the failure to receive any consents or approvals required for such transfer, then the legal interest in such Assets shall not be sold, assigned, transferred or conveyed unless and until approval, consent or waiver thereof is obtained. ▇▇▇▇▇▇▇ and Energizer shall, or shall cause their Affiliates, at their expense, to use reasonable best efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers and to obtain satisfaction of conditions to transfer as soon as practicable. Nothing in this Agreement shall be construed as an attempt to assign to a member of the Energizer Group or the ▇▇▇▇▇▇▇ Group any legal interest in such Assets which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which the legal owner is subject, is not assignable without the consent of any other Person, unless such consent shall have been given. (f) After the Distribution Date, ▇▇▇▇▇▇▇ and Energizer shall cause such Assets (including the capital stock of any Affiliates) which are beneficially owned by the other party to be managed at the direction of the beneficial owner pursuant to one or more Operating Agreements until such Assets are actually legally transferred and conveyed. Without limiting the foregoing, all revenues, earnings and cash flows associated with the Assets following the Distribution Date shall be for the account of the beneficial owner but shall be retained by the respective legal owner until the transfers are legally effected. Following the Distribution Date, neither ▇▇▇▇▇▇▇ nor Energizer shall be required to lend, advance, contribute or use any of its own funds in connection with the operations of such Assets except to the extent contemplated by the Operating Agreements. (g) ▇▇▇▇▇▇▇ and Energizer shall cooperate after the Distribution Date in determining the actual Indebtedness of the Energizer Group and Cash held by members of the Energizer Group as of the close of business on March 31, 2000 in order to determine if a further transfer of Cash is required between the parties. A preliminary determination of the actual Cash and Indebtedness of the Energizer Group shall be made no later than 60 days after the Distribution Date in order to make a preliminary adjustment of Cash from ▇▇▇▇▇▇▇ to Energizer or vice versa, as the findings warrant. In addition, the parties shall determine the value of checks and other forms of electronic payments, written or authorized by Energizer or its Affiliates on their U.S. bank accounts, which are outstanding and have not cleared as of March 31, 2000. If the aggregate value of such outstanding checks and payments was less than $10 million, then the target Indebtedness of Energizer, net of Cash, shall remain $586.8 million. If the aggregate value of such checks and payments was greater than $10 million, then the target Indebtedness of Energizer, net of Cash, shall be reduced dollar for dollar by an amount equal to the value of such outstanding checks in excess of $10 million. For purposes of this Section 2.04(g), checks outstanding shall not be deemed to include checks issued in connection with obligations under any Plans with respect to Energizer Individuals. If it is determined that actual Indebtedness of the Energizer Group, net of Cash, exceeded US$586.8 million (adjusted, if applicable, pursuant to the preceding paragraph) as of the close of business on ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ shall pay an amount equal to such excess to Energizer in US dollars. Conversely, if it is determined that actual Indebtedness of the Energizer Group, net of Cash, fell short of US$586.8 million (adjusted, if applicable, pursuant to the preceding paragraph) as of the close of business on March 31, 2000, Energizer shall pay an amount equal to such shortfall to ▇▇▇▇▇▇▇ in US dollars. Alternatively, the parties may, by mutual consent, cause such amounts to be paid by any member of one Group to any member of the other Group in local currency. Any Cash paid to ▇▇▇▇▇▇▇ by Energizer pursuant to this Section 2.04(g) shall be used to repay third party indebtedness of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ shall have the opportunity to review, to its satisfaction, the books and records of Energizer and its Affiliates, bank records, loan documentation and other relevant materials in order to enable ▇▇▇▇▇▇▇ to verify any amounts to be transferred, and Energizer shall cooperate in ▇▇▇▇▇▇▇'▇ review. Payment of such preliminary adjustment shall be made within fifteen (15) Business Days of such determination. In addition, such amounts shall be increased by an amount equal to simple interest accrued on such unpaid excess (or shortfall, as applicable) at the rate of 7% per annum for the period from the Distribution Date until the date such preliminary adjustment is paid to the party to which it is owed. As soon as practicable after the end of its third fiscal quarter, but no later than August 10, 2000, Energizer will present to ▇▇▇▇▇▇▇ a draft of its Quarterly Report on Form 10Q for such quarter, indicating an opening shareholders' equity balance for Energizer as of April 1, 2000, which balance shall reflect all asset and liability transfers pursuant to the terms of this Agreement, including, but not limited to, any Cash to be transferred between the parties under the provisions of this Agreement will not constitute an agreement Section 2.04(g), other than Cash which may be required to transfer any Asset or assume any Liability if an assignment be transferred pursuant to the following paragraph. ▇▇▇▇▇▇▇ shall have the opportunity to review the books and records of Energizer and its Affiliates in order to enable it to verify said shareholders' equity balance, and Energizer shall cooperate in ▇▇▇▇▇▇▇'▇ review. As part of such review, ▇▇▇▇▇▇▇ shall verify the calculations of the Asset or the assumption Indebtedness of the Liability violates any lawEnergizer Group and Cash held by Energizer and its Affiliates as of March 31, rule or regulation or constitutes 2000, and shall make, if necessary, a breach final adjustment to the amounts to be transferred as described above. Such final adjustments shall be increased by an amount equal to simple interest accrued on such adjustments at 7% per annum for the period from the date of any agreement relating preliminary adjustment as described above, until the date such final adjustment is paid to the party to which it is owed. If such final adjustments are made, the opening shareholders' equity balance for Energizer as of April 1, 2000, as described above, shall be revised to reflect such adjustments. In the event that the opening shareholders' equity balance of Energizer as of April 1, 2000, revised in the manner described above, is less than US$625 million, then ▇▇▇▇▇▇▇ shall pay to Energizer, no later than August 14, 2000, an amount of Cash so as to cause the opening shareholders' equity balance to equal US$625 million following such payment. If such additional payment is required, the amount paid shall be increased by an amount equal to simple interest accrued on such amount at the rate of 7% per annum for the period from the Distribution Date until the date of payment. Energizer shall revise its Quarterly Report on Form 10Q to reflect such revised opening shareholders' equity balance. (h) ▇▇▇▇▇▇▇ shall pay to Energizer in US dollars, at the time of payment of the ▇▇▇▇▇▇▇ Chilean Asset Purchase Price to a member of the Energizer Group, an additional lump sum equal to interest on such purchase price, denominated in US dollars at the time of payment to Energizer, accrued at the simple interest rate of 7% per annum, for the period beginning on the Distribution Date to the date such purchase price is paid to the Energizer Affiliate. (i) Calculations of equivalent values of US and foreign currencies shall, for purposes of this Agreement, be based on foreign exchange rates for the relevant date or Liabilitydates as reflected in accordance with accounting practices historically employed by ▇▇▇▇▇▇▇.

Transfer of Assets Assumption of Liabilities. (a) The Parties intend that, upon consummation In accordance with the Plan of Reorganization and to the extent not previously effected pursuant to the steps of the Share Exchange, Plan of Reorganization that have been completed prior to the date of this Agreement and unless otherwise provided in this Agreement or in any Ancillary Agreement: (i) one or more members of the Construction GroupAlkermes shall, and not any member shall cause its Subsidiaries to, contribute, assign, transfer, convey and deliver (“Transfer”) to Mural US or its designee, and Mural US or its designee shall assume and accept from Alkermes and its Subsidiaries, all of the Diversified Group, will hold all their direct or indirect right, title and interest in in, to and to under all Construction Mural Assets, and that one or more members of the Construction Group, and not any member of the Diversified Group, will have the sole liability for Construction Group Liabilities; and and (ii) one or more members of the Diversified GroupMural US shall, and not any member shall cause its designees to, Transfer to Alkermes, and Alkermes shall assume and accept from Mural US or its designees, all of the Construction Group, will hold all Mural US’ or its designee’s direct or indirect right, title and interest in in, to and to under all Diversified Assets, and one Alkermes Retained Assets held by Mural US or more members of the Diversified Group, and not any a member of the Construction Mural Group, will have the sole liability for all Diversified Group Liabilities. (biii) Prior Without limiting the obligations of either Party under Article VI, effective at and from and after the Distribution Effective Time, (i) Alkermes hereby accepts, assumes (or, as applicable, retains) and shall perform, discharge and fulfill, in each case directly or indirectly and in accordance with their respective terms (“Assume”; and “Assumption” shall have the correlative meaning), all of the Alkermes Retained Liabilities and (ii) Mural US hereby Assumes, directly or indirectly, all of the Mural Liabilities, in each case regardless of (A) when or where such Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) whether such Liabilities arise from or are alleged to the Exchange Datearise from negligence, each Party will take any actiongross negligence, and will cause their Subsidiaries to take any actionrecklessness, requested violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the other Alkermes Group entitled under Section 5.02 (a) to obtain an Asset or to be relieved of a Liability, reasonably necessary to transfer any such Asset or to assume any such Liability. If any such transfer or assumption of Assets or Liabilities is not consummated on or before the Exchange Date, the Party retaining such Asset or Liability will hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), or will retain such Liability for the account of the Party by whom such Liability is to be assumed pursuant heretoMural Group, as the case may be, and will take such other action as may be reasonably requested by the Party to whom such Asset is to be transferred (including licensingor any of their past or present respective directors, contracting and leasing arrangements)officers, employees, or by whom such Liability agents, (D) which entity is to be assumed, named in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred as contemplated hereby. If and when any such Asset or Liability becomes transferable, such transfer will be effected as promptly as possible. (c) Notwithstanding any other provision of this Agreement, this Agreement will not constitute an agreement to transfer any Asset or assume action associated with any Liability if an assignment of and (E) whether the Asset facts on which such Liabilities are based occurred prior to, on or after the assumption of the Liability violates any law, rule or regulation or constitutes a breach of any agreement relating to such Asset or Liabilitydate hereof.

Transfer of Assets Assumption of Liabilities. (a) The Parties intend that, upon consummation of the Share ExchangeTransaction, (i) one or more members of the Construction Group, and not any member of the Diversified 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 Diversified Materials Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Diversified Materials Group, and not any member of the Construction Group, will hold all right, title and interest in and to all Diversified Materials Assets, and one or more members of the Diversified Materials Group, and not any member of the Construction Group, will have the sole liability for all Diversified Materials Group Liabilities. (b) Prior to the Exchange Effective Date, each Party will take any action, and will cause their Subsidiaries to take any action, requested by any member of the other Group entitled under Section 5.025.2 (a) to obtain an Asset or to be relieved of a Liability, reasonably necessary to transfer any such Asset or to assume any such Liability. If any such transfer or assumption of Assets or Liabilities is not consummated on or before the Exchange Effective Date, the Party retaining such Asset or Liability will hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), or will retain such Liability for the account of the Party by whom such Liability is to be assumed pursuant hereto, as the case may be, and will take such other action as may be reasonably requested by the Party to whom such Asset is to be transferred (including licensing, contracting and leasing arrangements), or by whom such Liability is to be assumed, in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred as contemplated hereby. If and when any such Asset or Liability becomes transferable, such transfer will be effected as promptly as possible. (c) Notwithstanding any other provision of this Agreement, this Agreement will not constitute an agreement to transfer any Asset or assume any Liability if an assignment of the Asset or the assumption of the Liability violates any law, rule or regulation or constitutes a breach of any agreement relating to such Asset or Liability.

Transfer of Assets Assumption of Liabilities. (a) The Parties intend that, upon consummation of the Share Exchange, (i) one or more members of the Construction Group, and not any member of the Diversified 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 Diversified Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Diversified Group, and not any member of the Construction Group, will hold all right, title and interest in and to all Diversified Assets, and one or more members of the Diversified Group, and not any member of the Construction Group, will have the sole liability for from all Diversified Group Liabilities. (b) Prior to the Exchange Date, each Party will take any action, and will cause their Subsidiaries to take any action, requested by any member of the other Group entitled under Section 5.02 (a) to obtain an Asset or to be relieved of a Liability, reasonably necessary to transfer any such Asset or to assume any such Liability. If any such transfer or assumption of Assets or Liabilities is not consummated on or before the Exchange Date, the Party retaining such Asset or Liability will hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), or will retain such Liability for the account of the Party by whom such Liability is to be assumed pursuant hereto, as the case may be, and will take such other action as may be reasonably requested by the Party to whom such Asset is to be transferred (including licensing, contracting and leasing arrangements), or by whom such Liability is to be assumed, in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred as contemplated hereby. If and when any such Asset or Liability becomes transferable, such transfer will be effected as promptly as possible. (c) Notwithstanding any other provision of this Agreement, this Agreement will not constitute an agreement to transfer any Asset or assume any Liability if an assignment of the Asset or the assumption of the Liability violates any law, rule or regulation or constitutes a breach of any agreement relating to such Asset or Liability.