Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.3. Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI Asset or as a MMI Liability, as the case may be.
Delayed Transfer Assets and Liabilities. Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a Palm Asset or as a Palm Liability, as the case may be.
Delayed Transfer Assets and Liabilities. Notwithstanding anything in this Agreement to the contrary, neither Cohesant nor GlasCraft is obligated to assign, transfer, convey or deliver to Spinco and Spinco is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained. Each of the Parties hereto agrees that the Delayed Transfer Assets shall be assigned, transferred, conveyed and delivered, and any Delayed Transfer Liabilities shall be assumed in accordance with the provisions of Sections 2.02 and 2.03. On the Closing Date, Cohesant shall deliver to Spinco Schedule 2.01(c) setting forth all material Delayed Transfer Assets and Delayed Transfer Liabilities known to be existing as of the Closing Date. Cohesant shall thereafter, with respect to any such Business Asset, use reasonable best efforts, with the costs of Cohesant related thereto to be promptly reimbursed by Spinco, to hold such Business Asset in trust for the use and benefit of Spinco and, with respect to any such Business Liability, retain such Business Liability for the account of Spinco; and Spinco shall thereafter, with respect to any such Cohesant Asset, use reasonable best efforts, with the costs of Spinco related thereto to be promptly reimbursed by Cohesant, to hold such Cohesant Asset in trust for the use and benefit of Cohesant and, with respect to any such GlasCraft Liability, to retain such GlasCraft Liability for the account of Cohesant, in each case in order to place each Party, insofar as is reasonably possible, in the same position as would have existed had such Delayed Transfer Asset or Delayed Transfer Liability been contributed, assigned, transferred, conveyed, delivered or assumed as contemplated hereby (it being understood that neither Cohesant (with respect to any Business Asset or Business Liability) nor Spinco (with respect to any Cohesant Asset or GlasCraft Liability) shall be required to take any action pursuant to this clause that would, or could reasonably be expected to, result in any financial obligation to it or any restriction on its business or operations. To the extent that Spinco is provided the use or benefit of any Business Asset or has any Business Liability held for its account pursuant to this Section 2.01(c), Spinco shall perform, for the benefit of Cohesant and any third ...
Delayed Transfer Assets and Liabilities. GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT This General Assignment and Assumption Agreement (this "GA&A Agreement") is entered into on _____________________, 2001 between MILLIPORE CORPORATION, a Massachusetts corporation ("Millipore"), and MILLIPORE MICROELECTRONICS, INC., a Delaware corporation ("MMI").
Delayed Transfer Assets and Liabilities. Notwithstanding anything in this Agreement to the contrary, TWDC is not obligated to assign, transfer, convey or deliver to Spinco and Spinco is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained. Each of the Parties hereto agrees that the Delayed Transfer Assets shall be assigned, transferred, conveyed and delivered, and any Delayed Transfer Liabilities shall be assumed in accordance with the provisions of Sections 2.02 and 2.03. On the Closing Date, TWDC shall use its reasonable efforts to deliver to Spinco (for informational purposes only) a schedule setting forth all material Delayed Transfer Assets and Delayed Transfer Liabilities existing as of the Closing Date.
Delayed Transfer Assets and Liabilities. (i) Notwithstanding anything in this Agreement to the contrary, neither Digimarc nor any of the Digimarc Subsidiaries is obligated to assign, transfer, convey or deliver to DMRC or any DMRC Subsidiary, and neither DMRC nor any DMRC Subsidiary is obligated to assume, any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained. Each of the Parties agrees that the Delayed Transfer Assets shall be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities shall be assumed, in accordance with the provisions of Section 2.02.
Delayed Transfer Assets and Liabilities. Each of the parties hereto agrees that the Delayed Transfer Assets that are listed on Schedule 1.1(e) will be contributed, sold, assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities that are listed on Schedule 1.1(e) will be assumed in accordance with the Separation Plan and the terms of the Transfer Documents that provide for such contribution, sale, assignment, transfer, conveyance and delivery, or such assumption subject to the terms and conditions set forth in this Agreement or any Ancillary Agreement, as applicable, as soon as reasonably practicable after the Transfer Date (if they cannot be so transferred on the Transfer Date) or as otherwise set forth on Schedule 1.1(e) or the Separation Plan.
Delayed Transfer Assets and Liabilities. Each of the parties hereto agrees that the Delayed Transfer Assets shall be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities shall be assumed as set forth on Schedule 2.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Assignment and the other Ancillary Agreements as a Tality Asset or as a Tality Liability, as the case may be.
Delayed Transfer Assets and Liabilities. Anything in this Agreement to the contrary notwithstanding, Heinz is not obligated to assign, transfer, convey or deliver to Spinco and Spinco is not obligated to assume any of the rights and obligations under any Delayed Transfer Asset or Delayed Transfer Liability until such time as all Legal Impediments are removed and/or all Consents or Governmental Approvals necessary for the legal transfer and/or assumption thereof are obtained. Each of the Parties hereto agrees that the Delayed Transfer Assets shall be assigned, transferred, conveyed and delivered, and any Delayed Transfer Liabilities shall be assumed in accordance with the provisions of Sections 2.03 and 2.04(b). On the Closing Date, Heinz shall use its reasonable best efforts to deliver to Spinco (for informational purposes only) a schedule setting forth, all material Delayed Transfer Assets and Delayed Transfer Liabilities existing as of the Closing Date (the "Delayed Transfer Assets and Liabilities Schedule").
Delayed Transfer Assets and Liabilities. Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a Optical Access Asset or as a Optical Access Liability, as the case may be.
