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

Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of the Transferred Assets and the assumption of the Transferred Liabilities, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Seller shall execute and deliver such instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Seller's right, title and interest in and to the Transferred Assets to Buyer; and (ii) Buyer shall execute and deliver to Seller such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Transferred Liabilities by Buyer. Buyer and Seller shall also cooperate to evidence the retention by Seller of any Excluded Assets (as defined in Exhibit A).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Tality Corp)

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Documents Relating to Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of the Transferred Assets and the assumption of the Transferred Liabilities, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Seller shall execute and deliver such instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Seller's right, title and interest in and to the Transferred Assets to Buyer; and (ii) Buyer shall execute and deliver to Seller such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Transferred Liabilities by Buyer. Buyer and Seller shall also cooperate to evidence the retention by Seller of any Excluded Assets (as defined in Exhibit EXHIBIT A).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cadence Design Systems Inc)

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