Common use of Assets of the Purchased Entities Clause in Contracts

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”): (a) all cash on hand in HON Czech Controls’ bank and lock box accounts, plus all marketable securities owned by such Purchased Entity, in each case, as of the opening of business on the Closing Date; (b) the assets of the Purchased Entities not related to the Business to the extent set forth on Section 2.2(b) of the Disclosure Schedule; (c) all refunds or credits for Taxes arising out of the Business to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d); (d) any insurance proceeds from any property, casualty or other insurance policy or related insurance services contract held by a Purchased Entity or any of its Affiliates to the extent covering Excluded Liabilities; (e) except for the Intellectual Property rights granted by Sellers under the Intellectual Property License Agreement, all Intellectual Property other than the Acquired Intellectual Property; (f) subject to Section 6.18, any rights in, relating to, or for use or exploitation of, any trademark, service mxxx, brand name, certification mxxx, trade name, corporate name, domain name or other indication of source or origin that includes, is based on, relates to or is likely to be confused with the term “Honeywell”, “Honeywell Sensing and Control” or “Micro Switch” or any other similar term or derivative thereof (collectively, the “Excluded Names”); (g) except as otherwise provided in Section 6.10 or as required by Law, all assets in or related to a Purchased Entity’s participation in or sponsorship of any Foreign Plan; and (h) any rights of such Purchased Entity to reimbursements, indemnification, hold-harmless or similar rights to the extent relating to any Excluded Liabilities (the transfer and assignment of (a) through (h) (inclusive), the “Reorganization Actions”).

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”): (a) all cash on hand in HON Czech Controls’ bank and lock box accounts, plus all marketable securities owned by such Purchased Entity, in each case, as of the opening of business on the Closing Date; (b) the assets of the Purchased Entities not related to the Business to the extent set forth on Section 2.2(b) of the Disclosure Schedule; (c) all refunds or credits for Taxes arising out of the Business to the extent such refunds or credits are specified as property of the Seller pursuant to Section 8.4(d); (d) any insurance proceeds from any property, casualty or other insurance policy or related insurance services contract held by a Purchased Entity or any of its Affiliates to the extent covering Excluded Liabilities; (e) except for the Intellectual Property rights granted by Sellers under the Intellectual Property License Agreement, all Intellectual Property other than the Acquired Intellectual Property; (f) subject to Section 6.18, any rights in, relating to, or for use or exploitation of, any trademark, service mxxxxxxx, brand name, certification mxxxxxxx, trade name, corporate name, domain name or other indication of source or origin that includes, is based on, relates to or is likely to be confused with the term “Honeywell”, “Honeywell Sensing and Control” or “Micro Switch” or any other similar term or derivative thereof (collectively, the “Excluded Names”); (g) except as otherwise provided in Section 6.10 or as required by Law, all assets in or related to a Purchased Entity’s participation in or sponsorship of any Foreign Plan; and (h) any rights of such Purchased Entity to reimbursements, indemnification, hold-harmless or similar rights to the extent relating to any Excluded Liabilities (the transfer and assignment of (a) through (h) (inclusive), the “Reorganization Actions”).