Common use of Transfers of Assets and Assumption of Liabilities Clause in Contracts

Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer and conveyance of Cal Dive Assets and the assumption of Cal Dive Liabilities, on the Closing Date, (a) Helix shall execute and deliver, and shall cause the other members of the Helix Group to execute and deliver, such stock powers, merger certificates, bills of sale, certificates of title, assignments of contracts and other instruments of contribution, transfer, conveyance and assignment as and to the extent necessary to evidence the contribution, transfer, merger, conveyance and assignment of all of the Helix Group’s right, title and interest in and to the Cal Dive Assets to the Cal Dive Group, and (b) Cal Dive shall execute and deliver, and shall cause the other members of the Cal Dive Group to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Cal Dive Liabilities by the Cal Dive Group. All of the foregoing documents contemplated by this Section 2.8 shall be referred to collectively herein as the “Helix Transfer Documents.”