Assets of the Purchased Entities. The parties agree that none of the assets, properties or rights of the Purchased Entities shall be transferred pursuant to Section 2.1 or shall be considered Purchased Assets for purposes of Section 2.1 hereof and that such assets, properties and rights shall be held by the Purchased Entities, as the case may be, in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder, except that Purchaser (or its designee) shall be the holder of the Equity Interests. The following assets, properties and rights shall, at the sole cost and expense of Sellers, be transferred or assigned (or deemed to be transferred or assigned) from each Purchased Entity to a Seller (or an Affiliate) prior to the Closing (the “Purchased Entities Excluded Assets”):
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.), Asset and Stock Purchase Agreement (Sensata Technologies B.V.)
