Common use of Certain Transfers of Acquired Assets; Assumption of Liabilities Clause in Contracts

Certain Transfers of Acquired Assets; Assumption of Liabilities. The Acquired Company Shares, the JV Interests and the other Acquired Assets will be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities will be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Acquired Company Shares, the JV Interests and the other Acquired Assets, and an assumption of the Assumed Liabilities, in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements will be prepared by the Seller and will include the following: (a) stock powers in substantially the form appended hereto as Exhibit E (collectively, the “Stock Powers”); (b) a xxxx of sale in substantially the form appended hereto as Exhibit F-1 (the “Xxxx of Sale”); (c) a general assignment and assumption of Liabilities in substantially the form appended hereto as Exhibit F-2 (the “Assignment and Assumption Agreement”); (d) the Malaysia Asset Transfer Agreement; (e) local asset transfer agreements for each jurisdiction other than the United States of America and Malaysia in which Acquired Assets or Assumed Liabilities are located in substantially the form appended hereto as Exhibit G (collectively, the “Local Asset Transfer Agreements”), with only such deviations therefrom as are required by applicable local law; and (f) such other instruments and agreements as may be required to effect the purchase and assignment and assumption of the Acquired Company Shares, the JV Interests, the other Acquired Assets and the Assumed Liabilities, including, where necessary, separate agreements to effect the transfer of any Acquired Owned Real Property (collectively, clauses (a)—(e), the “Transfer Documents”), and will be executed no later than at or as of the Initial Closing or applicable Additional Closing by the Seller and/or another member of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate.

Certain Transfers of Acquired Assets; Assumption of Liabilities. The Acquired Company Shares, the JV Interests Shares and the other Acquired Assets will be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities will be assumed, in accordance with the local country transactions as set forth in Schedule 1.5, and pursuant to transfer and assumption agreements and such other instruments and agreements in such form as may be necessary or appropriate to effect a conveyance of the Acquired Company Shares, the JV Interests and the other Acquired Assets, and an assumption of the Assumed Liabilities, in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and such other instruments and agreements will be prepared by the Seller in a form reasonably acceptable to the Purchaser and will include the following: (a) stock powers in substantially the form appended hereto as Exhibit E (collectively, the “Stock Powers”)) and, to the extent they exist to the Knowledge of the Seller, original certificates representing the Acquired Company Shares; (b) a xxxx of sale in substantially the form appended hereto as Exhibit F-1 (the “Xxxx of Sale”); (c) a general assignment and assumption of Liabilities in substantially the form appended hereto as Exhibit F-2 (the “Assignment and Assumption Agreement”); (d) the Malaysia Asset Transfer Agreement; (e) local asset transfer agreements for each jurisdiction other than the United States of America and Malaysia in which Acquired Assets or Assumed Liabilities are located in substantially the form appended hereto as Exhibit G (collectively, the “Local Asset Transfer Agreements”), with only such deviations therefrom as are required by applicable local law; (e) assignments for all Assumed Real Property Leases duly executed and acknowledged by the applicable member of the Seller Group, each substantially in the form attached hereto as Exhibit J; and (f) such other instruments and agreements as may be required to effect the purchase and assignment and assumption of the Acquired Company Shares, the JV Interests, the other Acquired Assets and the Assumed Liabilities, including, where necessary, separate agreements to effect the transfer of any Intellectual Property that constitutes an Acquired Owned Real Property Asset (collectively, clauses (a)—(ea)–(f), the “Transfer Documents”), and will be executed no later than at or as of the Initial Closing or applicable Additional Closing by the Seller and/or another member of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate.. The provisions of this Section 1.5 notwithstanding, all of the shares of capital stock of STI will be acquired by the Purchaser pursuant to the Merger described in Section 1.6 below. MASTER ACQUISITION AGREEMENT

Certain Transfers of Acquired Assets; Assumption of Liabilities. The Acquired Company Shares, the JV Interests and the other Acquired Assets will be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities will be assumed, assumed in accordance with and pursuant to transfer and assumption agreements and such other instruments and agreements in such form as may be necessary or appropriate to effect a conveyance of the Acquired Company Shares, the JV Interests and the other Acquired Assets, and an assumption of the Assumed Liabilities, in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and such other instruments and agreements will be prepared by the Seller in a form reasonably acceptable to the Purchaser and will include the following: (a) stock powers in substantially the form appended hereto as Exhibit E D (collectively, the “Stock Powers”)) and, to the extent they exist to the Knowledge of the Seller, original certificates representing the Shares; (b) a xxxx of sale in substantially the form appended hereto as Exhibit F-1 E-1 (the “Xxxx of Sale”); (c) a general assignment and assumption of Liabilities in substantially the form appended hereto as Exhibit F-2 E-2 (the “Assignment and Assumption Agreement”); (d) to the Malaysia Asset Transfer Agreement; (e) extent required by applicable Law, local asset transfer agreements for each jurisdiction other than the United States of America and Malaysia in which Acquired Assets or Assumed Liabilities are located located, in substantially each case in a form mutually agreed to by the form appended hereto as Exhibit G parties, subject to local Law requirements (collectively, the “Local Asset Transfer Agreements”), with only such deviations therefrom as are required by applicable local law; and (fe) such other instruments and agreements as may be required to effect the purchase and assignment and assumption of the Acquired Company Shares, the JV Interests, the other Acquired Assets and the Assumed Liabilities, including, where necessary, separate agreements to effect the transfer of any Acquired Owned Real Property Liabilities (collectively, clauses (a)—(ea)–(e), the “Transfer Documents”), and will be executed and delivered no later than at or as of the Initial Closing or applicable Additional Closing by the Seller and/or another member any other member(s) of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate.

Certain Transfers of Acquired Assets; Assumption of Liabilities. The Acquired Company Shares, the JV Interests and the other Acquired Assets will be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities will be assumed, assumed in accordance with and pursuant to transfer and assumption agreements and such other instruments and agreements in such form as may be necessary or appropriate to effect a conveyance of the Acquired Company Shares, the JV Interests and the other Acquired Assets, and an assumption of the Assumed Liabilities, in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and such other instruments and agreements will be prepared by the Seller Sellers in a form reasonably acceptable to the Purchaser and will include the following: (a) stock powers a notarial deed, in substantially form and substance reasonably acceptable to the form appended hereto as Exhibit E Sellers and the Purchaser, for the transfer of the shares of the Acquired Company (collectively, the “Stock PowersNotarial Deed”); (b) a xxxx of sale in substantially the form appended hereto as Exhibit F-1 B-1 (the “Xxxx of Sale”); (c) a general assignment and assumption of Liabilities liabilities agreement in substantially the form appended hereto as Exhibit F-2 B‑2 (the “Assignment and Assumption of Liabilities Agreement”); (d) an assignment and assumption agreement for the Malaysia Asset Transfer AgreementEIC Business IP License; (e) to the extent required by applicable Law, local asset transfer agreements for each jurisdiction jurisdiction, other than the United States of America and Malaysia America, in which Acquired Assets or Assumed Liabilities are located located, in substantially each case in a form mutually agreed to by the form appended hereto as Exhibit G parties, subject to local Law requirements (collectively, the “Local Asset Transfer Agreements”), with only such deviations therefrom as are required by applicable local law; and (f) such other instruments and agreements as may be required necessary or appropriate to effect the purchase and assignment and assumption of the Acquired Company Shares, the JV Interests, the other Acquired Assets and the Assumed Liabilities, including, where necessary, separate agreements including the Assignments of Intellectual Property to effect the transfer of any Intellectual Property that constitutes an Acquired Owned Real Property Asset (collectively, collectively with clauses (a)—(ea)-(f), the “Transfer Documents”), and . The Transfer Documents will be executed and delivered no later than at or as of the Initial Closing or applicable Additional Closing by the Seller Sellers and/or another member any other member(s) of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate.

Certain Transfers of Acquired Assets; Assumption of Liabilities. The Acquired Company Shares, the JV Interests and the other Acquired Assets will be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities will be assumed, assumed in accordance with and pursuant to transfer and assumption agreements and such other instruments and xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 17/134 agreements in such form as may be necessary or appropriate to effect a conveyance of the Acquired Company Shares, the JV Interests and the other Acquired Assets, and an assumption of the Assumed Liabilities, in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and such other instruments and agreements will be prepared by the Seller Sellers in a form reasonably acceptable to the Purchaser and will include the following: (a) stock powers a notarial deed, in substantially form and substance reasonably acceptable to the form appended hereto as Exhibit E Sellers and the Purchaser, for the transfer of the shares of the Acquired Company (collectively, the “Stock Powers”);Notarial Deed”); (b) a xxxx of sale in substantially the form appended hereto as Exhibit F-1 B­1 (the “Xxxx of Sale”);Sale”); (c) a general assignment and assumption of Liabilities liabilities agreement in substantially the form appended hereto as Exhibit F-2 B‑2 (the “Assignment and Assumption Agreement”);of Liabilities Agreement”); (d) an assignment and assumption agreement for the Malaysia Asset Transfer Agreement;EIC Business IP License; (e) to the extent required by applicable Law, local asset transfer agreements for each jurisdiction jurisdiction, other than the United States of America and Malaysia America, in which Acquired Assets or Assumed Liabilities are located located, in substantially each case in a form mutually agreed to by the form appended hereto as Exhibit G parties, subject to local Law requirements (collectively, the “Local Asset Transfer Agreements”), with only such deviations therefrom as are required by applicable local law; Agreements”); and (f) such other instruments and agreements as may be required necessary or appropriate to effect the purchase and assignment and assumption of the Acquired Company Shares, the JV Interests, the other Acquired Assets and the Assumed Liabilities, including, where necessary, separate agreements including the Assignments of Intellectual Property to effect the transfer of any Intellectual Property that constitutes an Acquired Owned Real Property Asset (collectively, collectively with clauses (a)—(ea)­(f), the “Transfer Documents”), and . The Transfer Documents will be executed and delivered no later than at or as of the Initial Closing or applicable Additional Closing by the Seller Sellers and/or another member any other member(s) of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate.