Common use of Assets of the Transferred Entities Clause in Contracts

Assets of the Transferred Entities. (i) The parties agree that none of the assets, properties or rights of the Transferred Entities shall be transferred pursuant to Section 1.2(a) or shall be considered Transferred Assets for the purposes of Section 1.2(a). (ii) All assets, properties and rights of the Transferred Entities that are not assets, properties or rights of the same types as the Transferred Assets shall be transferred from the Transferred Entities to one or more Sellers (or Affiliates thereof) designated by Chemtura on or prior to the Closing (the “Transferred Entities Excluded Assets”), including all of the assets, properties and rights of the types set forth or described below: (a) all Cash (other than any Retained Cash); (b) all accounts and notes receivable from Sellers or their Affiliates (other than other Transferred Entities) that are not Transferred Accounts Receivable; (c) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind, including rights arising under warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the extent related to other Transferred Entities Excluded Assets or the Excluded Liabilities; (d) any rights to reimbursements, indemnification, hold-harmless or similar rights relating to any Excluded Liabilities; (e) all Excluded Intellectual Property and all Contracts relating to the licensing of Excluded Intellectual Property; (f) except as otherwise provided in Section 5.9, all rights of the Transferred Entities in or under, and in all assets and entitlements related to all U.S. Benefit Plans and Foreign Benefit Plans; (g) all refunds or credits for Taxes for all Tax periods or portions thereof ending on or prior to the Closing Date or otherwise relating to Taxes for which Chemtura is required to provide indemnification to Purchaser pursuant to Section 5.14(a); and (h) the assets, properties and rights set forth on Section 1.2(b)(ii)(h) of the Disclosure Schedules.

Assets of the Transferred Entities. (ia) The parties agree that none of the assets, properties or rights of the Transferred Entities shall be transferred to Purchaser pursuant to Section 1.2(a1.2(a)(ii) or nor shall be considered Transferred Assets for the purposes of Section 1.2(a)) hereof, subject to Section 1.4(b) and the other express terms and conditions of this Agreement. (iib) All On (and as of) or prior to, the Closing, Seller Parent may cause the Transferred Entities to convey, transfer, assign and deliver to Sellers or one of or more of their Affiliates (other than the Transferred Entities), and Sellers or such Affiliates shall in such event accept from the Transferred Entities, all of the Transferred Entities’ right, title and interest, as of Closing, in and to all or any portion of the following assets, properties and rights of the Transferred Entities that are not (and any assets, properties or rights so transferred shall be deemed Excluded Assets hereunder) (any such transfer, a “Pre-Closing Restructuring”), provided that, in respect of any item other than as set forth in clause (i) below, Seller Parent shall provide Purchaser 30 days’ advance notice of (which shall include a reasonably detailed narrative and, if available, any documents pertaining to) any Pre-Closing Restructuring transaction to allow Purchaser to review, comment and, to the same types as extent that such transaction would, or would reasonably be expected to, adversely affect Purchaser, its Affiliates, the Transferred Assets shall be transferred or the Business from the Transferred Entities to one or more Sellers (or Affiliates thereof) designated by Chemtura on or prior to and after the Closing (the “Transferred Entities Excluded Assets”taking into account its rights to indemnification hereunder), including all of the assetsapprove such transaction, properties and rights of the types set forth or described belowsuch approval not to be unreasonably withheld: (ai) all Cash cash (other than any Retained Cashincluding, without limitation, cash overdrafts), cash equivalents and marketable securities (including, without limitation, all money market accounts and mutual fund accounts) of each Transferred Entity; (bii) all accounts and notes receivable of each Transferred Entity, whether recorded or unrecorded, from divisions or Affiliates of Sellers or their Affiliates (other than trade accounts receivable with other Transferred Entities) that are not Transferred Accounts ReceivableEntities or other parts of the Business); (ciii) all claimsrights in and benefits arising from claims and litigation, causes of action, choses in action, rights of recovery and rights of setoff of any kind, including rights arising under warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the extent related to other Transferred Entities Excluded Assets or the Excluded Liabilities; (d) any rights to reimbursements, indemnification, hold-harmless or similar rights relating rights, in each case to the extent that the same relate to any Excluded Assets or Excluded Liabilities; (eiv) all Excluded Intellectual Property and Sellers’ Marks of any Transferred Entity, and all Contracts to the extent relating to the licensing of such Excluded Intellectual PropertyProperty and Sellers’ Marks; (f) except as otherwise provided in Section 5.9, all rights of the Transferred Entities in or under, and in all assets and entitlements related to all U.S. Benefit Plans and Foreign Benefit Plans; (gv) all refunds or credits for of Retained Taxes for all Tax periods or portions thereof ending on or prior (except to the extent any refund has been taken into account in the calculation of the Final Closing Date or otherwise relating to Taxes for which Chemtura is required to provide indemnification to Purchaser pursuant to Section 5.14(aNet Working Capital); and (hvi) the all assets, properties and rights set forth on Section 1.2(b)(ii)(h) of used in providing general and administrative services or information technology services to the Disclosure SchedulesBusiness or other services contemplated by the Transition Services Agreement and which are not dedicated primarily to the Business.

Assets of the Transferred Entities. (i) The parties agree that none of the assets, properties or rights of the Transferred Entities shall be transferred pursuant to Section 1.2(a1.1(c) or shall be considered Transferred Purchased Assets for the purposes of Section 1.2(a)1.1(c) hereof and that such assets, properties and rights (including Equity Interests of a Transferred Entity in another Transferred Entity) shall be held by the relevant Transferred Entity, 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 shall be the holder of the Equity Interests of the Purchased Entities. (ii) All assets, properties and rights of the Transferred Entities that are not assets, properties or rights of the same types as the Transferred Assets The following assets shall be transferred from the applicable Transferred Entities Entity to one or more Sellers a Seller (or Affiliates thereofan Affiliate) designated by Chemtura on or prior to the Closing (the “Transferred Entities Excluded Retained Assets”), including all ; provided that any instruments of the assets, properties and rights of the types set forth transfer or described belowconveyance executed in connection with such transfers shall be reasonably acceptable to Purchaser: (aA) all Cash (other than any Retained Cash)the bank accounts of Prestone; (bB) all accounts and notes receivable of the Transferred Entity, whether recorded or unrecorded, from divisions or Affiliates of Sellers or their Affiliates (other than other Transferred Entities) that are not other Transferred Accounts ReceivableEntities or other parts of the Business; (cC) except as otherwise provided in Section 5.8, all rights, assets and entitlements in or related to a Transferred Entity’s participation in or sponsorship of any U.S. Benefit Plan or Foreign Benefit Plan; (D) all claims, causes of action, choses rights in action, rights of recovery and rights of setoff of any kind, including rights benefits arising under warranties, representations, indemnities from claims and guarantees made by suppliers of products, materials or equipment, or components thereof litigation that relate to the extent related to other Transferred Entities Excluded Retained Assets, the Retained Assets or the Excluded Retained Liabilities; (dE) any rights of such Transferred Entity or its respective Affiliates to reimbursements, indemnification, hold-harmless or similar rights to the extent relating to any Excluded Retained Liabilities; (eF) all Excluded Intellectual Property and Sellers’ Marks, and all Contracts relating with respect to the licensing of such Excluded Intellectual Property; (f) except as otherwise provided in Section 5.9, all rights of the Transferred Entities in or under, Property and in all assets and entitlements related to all U.S. Benefit Plans and Foreign Benefit Plans; (g) all refunds or credits for Taxes for all Tax periods or portions thereof ending on or prior to the Closing Date or otherwise relating to Taxes for which Chemtura is required to provide indemnification to Purchaser pursuant to Section 5.14(a)Sellers’ Marks; and (hG) the assets, properties and rights assets set forth on Section 1.2(b)(ii)(h) of the Disclosure SchedulesSchedule 1.1(d)(ii)(G).