Common use of Documents Relating to Other Transfers of Assets and Assumption of Liabilities Clause in Contracts

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer, conveyance and delivery of Roxio Assets and the assumption of Roxio Liabilities set forth in SECTION 1.4 (a), (b) and (c) and certain other Ancillary Agreements, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) the members of the Adaptec Group shall execute and deliver such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Adaptec's and its Subsidiaries' right, title and interest in and to the Roxio Assets to Roxio and (ii) Roxio shall execute and deliver, to Adaptec and its Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Roxio Liabilities by Roxio.

Appears in 3 contracts

Samples: Assignment and Assumption Agreement (Roxio Inc), General Assignment and Assumption Agreement (Roxio Inc), General Assignment and Assumption Agreement (Roxio Inc)

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Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the contribution, assignment, transfer, transfer and conveyance and delivery of Roxio Avaya Assets and the acceptance and assumption of Roxio Avaya Liabilities set forth in SECTION 1.4 (a), Section 2.1(a) and (b) and (c) and certain other Ancillary Agreements, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) the members of the Adaptec Group Lucent shall execute and deliver deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts Contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of AdaptecLucent's and its Subsidiaries' right, title and interest in and to the Roxio Avaya Assets to Roxio Avaya and (ii) Roxio Avaya shall execute and deliver, to Adaptec Lucent and its Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Roxio Avaya Liabilities by RoxioAvaya.

Appears in 2 contracts

Samples: Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Avaya Inc)

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