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 and conveyance of Tality Assets and the assumption of Tality Liabilities set forth in Sections 2.2(a) and (b) and certain other Ancillary Agreements, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Cadence, on behalf of Holdings, and Holdings shall execute and deliver, and shall cause their respective Subsidiaries to 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 Cadence's, Holdings' and their respective Subsidiaries' right, title and interest in and to the Tality Assets to the Partnership (or its applicable Subsidiaries) effected by this Assignment; and (ii) the Partnership shall, or shall cause its Subsidiaries to, execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Tality Liabilities by the Partnership (or its applicable Subsidiaries) effected by this Assignment.

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Tality TWIC Broadband Assets and the assumption of Tality TWIC Broadband Liabilities set forth in Sections 2.2(apursuant to Section 2.1(a) and (b) and certain other Ancillary Agreements), simultaneously with the execution and delivery hereof or Closing or, to the extent not capable of being delivered at such time, as promptly as practicable thereafter, (ia) Cadence, on behalf of Holdings, and Holdings Holdco shall execute and deliver, and shall cause their respective its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance conveyance, assignment and assignment assumption as and to the extent necessary to evidence the contribution, transfer, conveyance and assignment of all of Cadence's, Holdings' Holdco's and their respective its Subsidiaries' right, title and interest in and to the Tality TWIC Broadband Assets to the Partnership Company (or its applicable Subsidiariesthe Company Group Member designated by the Company) effected by this Assignment; and (iib) the Partnership shallCompany shall execute and deliver, or and shall cause its Subsidiaries to, to execute and deliver deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance, assignment and assumption as and to the extent necessary to evidence the valid and effective assumption of the Tality TWIC Broadband Liabilities by the Partnership Company (or its applicable Subsidiaries) effected the Company Group Members receiving the corresponding TWIC Broadband Asset), to the extent required by this AssignmentSection 2.1(b).

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Tality TWIC Broadband Assets and TWE Partnership Interests and the assumption of Tality TWIC Broadband Liabilities set forth in and Holdco's TWE Broadband Partnership Liabilities pursuant to Sections 2.2(a2.1(a), (b), (f) and (b) and certain other Ancillary Agreementsg), simultaneously with the execution and delivery hereof or Closing or, to the extent not capable of being delivered at such time, as promptly as practicable thereafter, (ia) Cadence, on behalf of Holdings, and Holdings Holdco shall execute and deliver, and shall cause their respective its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance conveyance, assignment and assignment assumption as and to the extent necessary to evidence the contribution, transfer, conveyance and assignment of all of Cadence's, Holdings' Holdco's and their respective its Subsidiaries' right, title and interest in and to the Tality TWIC Broadband Assets and TWE Partnership Interests to the Partnership (or its applicable Subsidiaries) effected by this Assignment; Company and (iib) the Partnership shallCompany shall execute and deliver, or and shall cause its Subsidiaries to, to execute and deliver deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance, assignment and assumption as and to the extent necessary to evidence the valid and effective assumption of the Tality TWIC Broadband Liabilities and Holdco's TWE Broadband Partnership Liabilities by the Partnership Company, to the extent required by Section 2.1(b) or (or its applicable Subsidiaries) effected by this Assignmentg).