Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:
Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution:
Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:
Transfer of Assets Assumption of Liabilities. (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), which Plan of Reorganization Penn shall effectuate on or prior to the Distribution, and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date hereof:
Transfer of Assets Assumption of Liabilities. (a) Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement:
Transfer of Assets Assumption of Liabilities. (a) Subject to Section 2.03, as of the Distribution Time, (i) the right, title and interest in all HippoRx Assets will be owned by the HippoRx Entities and (ii) all HippoRx Liabilities will be the obligation of the HippoRx Entities. Prior to the Distribution Time, subject to Section 2.03, Hippo and the HippoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, assignments, deeds, stock powers, certificates of title and instruments of assumption) to cause (i) the HippoRx Entities to own all of the HippoRx Assets and (ii) the HippoRx Entities to assume and be subject to all of the HippoRx Liabilities.
Transfer of Assets Assumption of Liabilities. (a) Subject to Section 3.03, as of the Distribution Time, (i) the right, title and interest in all RhinoRx Assets will be owned by the RhinoRx Entities and (ii) all RhinoRx Liabilities will be the obligation of the RhinoRx Entities. Prior to the Distribution Time, subject to Section 3.03, Rhino and the RhinoRx Entities shall take all such actions as are necessary or appropriate (including executing and delivering such bills of sale, assignments, deeds, stock powers, certificates of title and instruments of assumption) to cause (i) the RhinoRx Entities to own all of the RhinoRx Assets and (ii) the RhinoRx Entities to have assumed and be subject to all of the RhinoRx Liabilities.
Transfer of Assets Assumption of Liabilities. 30 Section 2.03. Governmental Approvals; Consents. 31 Section 2.04. Termination of Agreements. 31 Section 2.05. HippoRx Distribution. 32 ARTICLE 3 SEPARATION OF ASSETS; DISTRIBUTION OF RHINORX Section 3.01. Timing of RhinoRx Distribution 33 Section 3.02. Transfer of Assets; Assumption of Liabilities. 33 Section 3.03. Governmental Approvals; Consents. 34 Section 3.04. Termination of Agreements. 35 Section 3.05. RhinoRx Distribution. 36 ARTICLE 4 ORGANIZATION OF NEWCO Section 4.01. Organization of Newco 36 Section 4.02. Directors and Officers of Newco 37 Section 4.03. Organization of Merger Subs 37 Section 4.04. Approvals of Hippo and Rhino 37 ARTICLE 5 THE MERGERS Section 5.01. The Hippo Merger. 37 Section 5.02. The Rhino Merger. 38 Section 5.03. Certificates of Incorporation; Bylaws. 38 Section 5.04. Directors and Officers 39
Transfer of Assets Assumption of Liabilities. (a) The Parties intend that, upon consummation of the Share Exchange, (i) one or more members of the Construction Group, and not any member of the Diversified Group, will hold all right, title and interest in and to all Construction Assets, and that one or more members of the Construction Group, and not any member of the Diversified Group, will have the sole liability for Construction Group Liabilities; and (ii) one or more members of the Diversified Group, and not any member of the Construction Group, will hold all right, title and interest in and to all Diversified Assets, and one or more members of the Diversified Group, and not any member of the Construction Group, will have the sole liability for all Diversified Group Liabilities.
Transfer of Assets Assumption of Liabilities. (a) Unless otherwise provided in this Agreement or in any Ancillary Agreement:
