Post-Separation Transfers Sample Clauses
The Post-Separation Transfers clause governs the transfer of assets, property, or obligations between parties after they have separated, such as following the end of a business partnership or a marital relationship. It typically outlines the procedures, timelines, and responsibilities for transferring ownership or control of specific items, such as real estate, intellectual property, or financial accounts, from one party to another. By clearly defining how and when these transfers should occur, the clause helps prevent disputes and ensures a smooth transition of assets, thereby providing certainty and reducing the risk of future conflicts.
Post-Separation Transfers. Parent Assets and Parent Liabilities that are not held by a member of the Parent Group in the jurisdictions set forth in Schedule 2.19(a) as of the Effective Time and SpinCo Assets and SpinCo Liabilities that are not held by a member of the SpinCo Group in the jurisdictions set forth in Schedule 2.19(a) as of the Effective Time (all such Assets and Liabilities, the “Post-Separation Transferred Assets and Liabilities”) shall be transferred to the applicable members of the Parent Group and the SpinCo Group, as applicable, following the Effective Time pursuant to the agreements set forth in Schedule 2.19(b) (the effective time of such transfers as specified in such agreements, the “Post-Separation Effective Times”), notwithstanding anything to the contrary in this Agreement that would otherwise require the transfer of any such SpinCo Assets or Parent Assets or the assumption of such SpinCo Liabilities or Parent Liabilities prior to the applicable Post-Separation Effective Time.