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

Transfer of Assets Assumption of Liabilities. (a) Except to the extent otherwise provided in this Agreement or any Ancillary Document, at the Asset Transfer Closing, (i) Viamet shall (and Viamet shall cause each other Viamet Group Member to) assign, transfer and convey to the applicable SpinCo Group Members, and SpinCo shall (and SpinCo shall cause each other SpinCo Group Member to) receive and accept from the Viamet Group Members, all of the Viamet Group Members’ right, title and interest in and to the SpinCo Assets not already owned by the SpinCo Group and (ii) SpinCo shall (and SpinCo shall cause each other SpinCo Group Member to) assign, transfer and convey to the applicable Viamet Group Members, and Viamet shall (and Viamet shall cause each other Viamet Group Member to) receive and accept from the SpinCo Group Members, all of the SpinCo Group Members’ right, title and interest in and to the Viamet Assets not already owned by the Viamet Group. Such assignments, transfers and conveyances shall be deemed effective as of the Deemed Separation Date, or at such other times as may be provided in each respective Ancillary Document and shall be subject to the terms and conditions of this Agreement and any applicable Ancillary Document. Unless otherwise provided in any Ancillary Document or prohibited by the terms of such Asset or applicable Law, any Assets deemed to be assigned, transferred or conveyed as of or after the Deemed Separation Date shall be held for the use and benefit, and at the expense, of the Party to whom such Assets shall be assigned, transferred or conveyed pursuant to this Agreement during the period between the Deemed Separation Date and the Asset Transfer Closing. (b) Except to the extent otherwise provided in this Agreement or any Ancillary Document, at the Asset Transfer Closing, (i) SpinCo shall (and SpinCo shall cause each other SpinCo Group Member to) assume and on a timely basis pay, perform, satisfy and discharge the SpinCo Liabilities in accordance with their respective terms and (ii) Viamet shall (and Viamet shall cause each other Viamet Group Member to) assume and on a timely basis pay, perform, satisfy and discharge the Viamet Liabilities in accordance with their respective terms. Such assumptions of SpinCo Liabilities and Viamet Liabilities shall be deemed effective as of the Deemed Separation Date, or at such other times as may be provided in each respective Ancillary Document and shall be subject to the terms and conditions of this Agreement and any applicable Ancillary Document. Unless otherwise provided in any Ancillary Document or prohibited by the terms of such Liability or applicable Law, any Liabilities deemed to be assumed as of or after the Deemed Separation Date shall be held for the account, and at the expense, of the Party by whom such Liability shall be assumed pursuant to this Agreement during the period between the Deemed Separation Date and the Asset Transfer Closing. (c) Following the Distribution, if at any time or from time to time any Party (or Person in such Party’s respective Group) shall receive or otherwise possess any Asset or Liability, as applicable, that is allocated to any other Person pursuant to this Agreement or any Ancillary Document, such Party shall use its reasonable best efforts to promptly transfer, convey, accept or assume, or cause to be transferred, conveyed, accepted or assumed, such Asset or Liability, as applicable, to the Person so entitled thereto or responsible for the assumption thereof. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.2(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution.

Transfer of Assets Assumption of Liabilities. (a) Except to the extent otherwise provided in this Agreement or any Ancillary DocumentDocument and only to the extent not previously effectuated prior to the date hereof, at the Asset Transfer Closing, (i) Viamet Ikaria shall (and Viamet Ikaria shall cause each other Viamet Ikaria Group Member to) assign, transfer and convey to the applicable SpinCo R&DCo Group Members, and SpinCo R&DCo shall (and SpinCo R&DCo shall cause each other SpinCo R&DCo Group Member to) receive and accept from the Viamet Ikaria Group Members, all of the Viamet Ikaria Group Members’ right, title and interest in and to the SpinCo R&DCo Assets not already owned by (with the SpinCo Group and (ii) SpinCo shall (and SpinCo shall cause each other SpinCo Group Member to) assignR&DCo Assets relating to BCM being transferred to Bellerophon BCM, transfer and convey the R&DCo Assets relating to the applicable Viamet Group Members, and Viamet shall (and Viamet shall cause each other Viamet Group Member to) receive and accept from the SpinCo Group Members, all employment of the SpinCo Group Members’ rightTransferred Employees being transferred to ServicesCo and all other R&DCo Assets being transferred to Pulse Technologies). To the extent not previously effectuated, title and interest in and to the Viamet Assets not already owned by the Viamet Group. Such such assignments, transfers and conveyances shall be deemed effective as of immediately prior to the Deemed Separation DateDistribution, or at such other times as may be provided in each respective Ancillary Document and shall be subject to the terms and conditions of this Agreement and any applicable Ancillary Document. Unless otherwise provided in any Ancillary Document or prohibited by the terms of such Asset or applicable Law, any Assets deemed to be assigned, transferred or conveyed as of or after the Deemed Separation Date shall be held for the use and benefit, and at the expense, of the Party to whom such Assets shall be assigned, transferred or conveyed pursuant to this Agreement during the period between the Deemed Separation Date and the Asset Transfer Closing. (b) Except to the extent otherwise provided in this Agreement or any Ancillary DocumentDocument and only to the extent not previously effectuated prior to the date hereof, at the Asset Transfer Closing, (i) SpinCo R&DCo shall (and SpinCo R&DCo shall cause each other SpinCo R&DCo Group Member to) assume and on a timely basis pay, perform, satisfy and discharge the SpinCo R&DCo Liabilities in accordance with their respective terms (with Bellerophon BCM assuming the R&DCo Liabilities relating to BCM, ServicesCo assuming the R&DCo Liabilities relating to the Transferred Employees, and (ii) Viamet shall (and Viamet shall cause each Pulse Technologies assuming all other Viamet Group Member to) assume and on a timely basis payR&DCo Liabilities). To the extent not previously effectuated prior to the date hereof, perform, satisfy and discharge the Viamet Liabilities in accordance with their respective terms. Such such assumptions of SpinCo R&DCo Liabilities and Viamet Ikaria Liabilities shall be deemed effective as of immediately prior to the Deemed Separation Date, Distribution or at such other times as may be provided in each respective Ancillary Document and shall be subject to the terms and conditions of this Agreement and any applicable Ancillary Document. Unless otherwise provided in any Ancillary Document or prohibited by the terms of such Liability or applicable Law, any Liabilities deemed to be assumed as of or after the Deemed Separation Date shall be held for the account, and at the expense, of the Party by whom such Liability shall be assumed pursuant to this Agreement during the period between the Deemed Separation Date and the Asset Transfer Closing. (c) Following For a period of seven years following the Distribution, if at any time or from time to time any Party (or Person in such Party’s respective Group) shall receive or otherwise possess any Asset or Liability, as applicable, that is allocated to any other Person pursuant to this Agreement or any Ancillary Document, such Party shall use its reasonable best efforts to promptly transfer, convey, accept or assume, or cause to be transferred, conveyed, accepted or assumed, such Asset or Liability, as applicable, to the Person so entitled thereto or responsible for the assumption thereof. Any transfer, conveyance, acceptance or assumption made pursuant ; provided that R&DCo shall only be permitted to make claims under this Section 2.2(c2.1(c) with respect to Cash and Cash Equivalents until the date that is 45 days after the Effective Time (as defined in the Merger Agreement), and if no such claims are made within such period, R&DCo shall be treated by the Parties for all purposes as if it had occurred immediately prior have no further rights under this Section 2.1(c) with respect to the DistributionCash and Cash Equivalents following such date.