Common use of Transfers of Certain Other Assets and Liabilities Clause in Contracts

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) ▇▇▇▇▇▇ Oil shall, or shall cause the relevant member of the ▇▇▇▇▇▇ Oil Group to, assign, contribute, convey, transfer and deliver to ▇▇▇▇▇▇ USA or any Subsidiary of ▇▇▇▇▇▇ USA as of the Distribution Time designated by ▇▇▇▇▇▇ USA (a “▇▇▇▇▇▇ USA Designee”) all of the right, title and interest of ▇▇▇▇▇▇ Oil or such member of the ▇▇▇▇▇▇ Oil Group in and to all assets, if any, held by any member of the ▇▇▇▇▇▇ Oil Group that relate solely to the ▇▇▇▇▇▇ USA Business (and not to the ▇▇▇▇▇▇ Oil Business) and ▇▇▇▇▇▇ USA or such ▇▇▇▇▇▇ USA Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (b) ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA shall, or shall cause the relevant member of the ▇▇▇▇▇▇ USA Group to, assign, contribute, convey, transfer and deliver to ▇▇▇▇▇▇ Oil or any Subsidiary of ▇▇▇▇▇▇ Oil as of the Distribution Time designated by ▇▇▇▇▇▇ Oil (a “▇▇▇▇▇▇ Oil Designee”) all of the right, title and interest of ▇▇▇▇▇▇ USA or such member of the ▇▇▇▇▇▇ USA Group in and to all assets, if any, held by any member of the ▇▇▇▇▇▇ USA Group that relate solely to the ▇▇▇▇▇▇ Oil Business (and not to the ▇▇▇▇▇▇ USA Business) and ▇▇▇▇▇▇ Oil or such ▇▇▇▇▇▇ Oil Designee shall assume and take transfer of all Liabilities to the extent associated with such assets. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.05), it shall be effected as promptly thereafter as practicable. For the avoidance of doubt, nothing contained in this Section 2.03 shall prevent or prohibit the transfer of stock.

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) ▇M▇▇▇▇▇ Oil shall, or shall cause the relevant member of the ▇M▇▇▇▇▇ Oil Group to, assign, contribute, convey, transfer and deliver to ▇M▇▇▇▇▇ USA or any Subsidiary of ▇M▇▇▇▇▇ USA as of the Distribution Time designated by ▇M▇▇▇▇▇ USA (a “▇M▇▇▇▇▇ USA Designee”) all of the right, title and interest of ▇M▇▇▇▇▇ Oil or such member of the ▇M▇▇▇▇▇ Oil Group in and to all assets, if any, held by any member of the ▇M▇▇▇▇▇ Oil Group that relate solely to the ▇M▇▇▇▇▇ USA Business (and not to the ▇M▇▇▇▇▇ Oil Business) and ▇M▇▇▇▇▇ USA or such ▇M▇▇▇▇▇ USA Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (b) ▇M▇▇▇▇▇ Oil and ▇M▇▇▇▇▇ USA shall, or shall cause the relevant member of the ▇M▇▇▇▇▇ USA Group to, assign, contribute, convey, transfer and deliver to ▇M▇▇▇▇▇ Oil or any Subsidiary of ▇M▇▇▇▇▇ Oil as of the Distribution Time designated by ▇M▇▇▇▇▇ Oil (a “▇M▇▇▇▇▇ Oil Designee”) all of the right, title and interest of ▇M▇▇▇▇▇ USA or such member of the ▇M▇▇▇▇▇ USA Group in and to all assets, if any, held by any member of the ▇M▇▇▇▇▇ USA Group that relate solely to the ▇M▇▇▇▇▇ Oil Business (and not to the ▇M▇▇▇▇▇ USA Business) and ▇M▇▇▇▇▇ Oil or such ▇M▇▇▇▇▇ Oil Designee shall assume and take transfer of all Liabilities to the extent associated with such assets. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.05), it shall be effected as promptly thereafter as practicable. For the avoidance of doubt, nothing contained in this Section 2.03 shall prevent or prohibit the transfer of stock.

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02, prior to the Distribution Time (a) ▇▇▇▇▇▇ Oil shall, or shall cause the relevant member of the ▇▇▇▇▇▇ Oil Group to, assign, contribute, convey, transfer and deliver to ▇▇▇▇▇▇ USA or any Subsidiary of ▇▇▇▇▇▇ USA as of the Distribution Time designated by ▇▇▇▇▇▇ USA (a “▇▇▇▇▇▇ USA Designee”) all of the right, title and interest of ▇▇▇▇▇▇ Oil or such member of the ▇▇▇▇▇▇ Oil Group in and to all assets, if any, held by any member of the ▇▇▇▇▇▇ Oil Group that relate solely to the ▇▇▇▇▇▇ USA Business (and not to the ▇▇▇▇▇▇ Oil Business) and ▇▇▇▇▇▇ USA or such ▇▇▇▇▇▇ USA Designee shall assume and take transfer of all Liabilities to the extent associated with such assets and (b) ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA shall, or shall cause the relevant member of the ▇▇▇▇▇▇ USA Group to, assign, contribute, convey, transfer and deliver to ▇▇▇▇▇▇ Oil or any Subsidiary of ▇▇▇▇▇▇ Oil as of the Distribution Time designated by ▇▇▇▇▇▇ Oil (a “▇▇▇▇▇▇ Oil Designee”) all of the right, title and interest of ▇▇▇▇▇▇ USA or such member of the ▇▇▇▇▇▇ USA Group in and to all assets, if any, held by any member of the ▇▇▇▇▇▇ USA Group that relate solely to the ▇▇▇▇▇▇ Oil Business (and not to the ▇▇▇▇▇▇ USA Business) and ▇▇▇▇▇▇ Oil or such ▇▇▇▇▇▇ Oil Designee shall assume and take transfer of all Liabilities to the extent associated with such assets. To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.05), it shall be effected as promptly thereafter as practicable. For the avoidance of doubt, nothing contained in this Section 2.03 shall prevent or prohibit the transfer of stock.