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

Transfers of Certain Other Assets and Liabilities. (a) Unless otherwise provided in this Agreement Cyclone shall assign, contribute, convey, transfer and deliver to WHE GEN as of the Effective Date all of the right, title and interest of Cyclone in and to all assets and business opportunities that relate solely to the WHE GEN Business, and WHE GEN shall assume and take transfer of all Liabilities to the extent associated with such assets. An exclusive list of the Assets, including all Material Contracts, and an exclusive list of all Liabilities, transferred to and assumed by WHE GEN are set forth in Schedule 3.1(a) (b) To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability is not effected in accordance with this Section 3.1 prior to the Funding Closing Date 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 3.1), it shall be effected as promptly thereafter as practicable. (c) Upon the signing of this Agreement and the closing of the Seed Round, WHE GEN will assume the specific payables listed in Schedule 3.1(c), which Schedule 3.1(c) shall also list which payable shall be paid upon the closing of the Seed Round. (d) WHE GEN will assume Phoenix Power Group’ Technology License Agreement and the corresponding Deferred Revenue of approximately $250,000. (e) WHE GEN will receive the $10,000 escrow deposit from Clean Carbon in Australia. (f) WHE GEN will return to Cyclone a total of 3,000,000 shares of Cyclone Common Stock that WHE GEN holds in treasury. (g) Cyclone has prepared a balance sheet for WHE GEN as of March 31, 2014 (the “Initial Balance Sheet”), which is attached hereto as Schedule 3.1(g).