Assets not transferred; obligation to hold in trust
Assets Not Transferred; Obligation to Hold in Trust Sample Clauses
Assets Not Transferred; Obligation to Hold in Trust. In the event that at any time or from time to time (whether prior to, on or after the Distribution Date, including pursuant to Section 2.09(b)), any Party (or any member of such Party’s Group), shall receive or otherwise possess any Asset that is contemplated to be assigned to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person possessing such Asset shall hold such Asset in trust for (and for the benefit and use, in so far as reasonably possible, of) any such other Person, and upon such transfer each Party shall reimburse the other or make financial or other adjustments to remedy any Liabilities resulting from such transfer or possession. In addition, the Person holding such Asset shall take such other actions as may be reasonably requested by the Person to which such Asset is to be transferred in order to place such Person, insofar as is reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Availability Assets or SDS Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assets, are to inure, on and after the Distribution Date, to the member or members of the Availability Group or the SDS Group entitled to the receipt of such Assets, as the case may be. It is the intent of the Parties that, as of the completion of the External Split-Off, no member of the SDS Group shall (i) own, lease or have any interest in (other than as a counterparty to any agreement or contract with any member of the Availability Group) or rights to any of the Availability Assets; or (ii) be liable for any Availability Liabilities.