Common use of Effective Date Deliveries Clause in Contracts

Effective Date Deliveries. In furtherance of the assignment, transfer and conveyance of the SPS Assets and the assumption of the SPS Liabilities as set forth in this Agreement and the Ancillary Agreements, unless otherwise provided in this Agreement or in any Ancillary Agreement, on the Effective Date, the parties will execute and deliver, and they will cause their respective Subsidiaries and Representatives, as applicable, to execute and deliver: (a) each of the Contribution Agreements and other Ancillary Agreements; (b) such bills of sale, stock powers, certificates of title, assignments of Contracts, subleases and other instruments of transfer, conveyance and assignment as, and to the extent, necessary or convenient to evidence the transfer, conveyance and assignment to Freescale (or, as applicable, its Subsidiaries) of all of Motorola’s (or, as applicable, its Subsidiaries’) right, title and interest in and to the SPS Assets; and (c) such assumptions of Contracts and other instruments of assumption as, and to the extent, necessary or convenient to evidence the valid and effective assumption of the SPS Liabilities by Freescale (or, as applicable, its Subsidiaries).

Effective Date Deliveries. In furtherance of the assignment, transfer and conveyance of the SPS Transferred Assets and the assumption of the SPS Transferred Liabilities as set forth in this Agreement and the Ancillary Agreements, unless otherwise provided in this Agreement or in any the applicable Ancillary Agreement, on the Contribution Effective Date, the parties will execute and deliver, and they will cause their respective Subsidiaries and Representatives, as applicable, to execute and deliverdeliver the following: (a) each of the Contribution Agreements and other Ancillary Agreements; (b) such bills of sale, stock powers, certificates of title, assignments of Contracts, subleases and other instruments of transfer, conveyance and assignment as, and to the extent, necessary or convenient to evidence the transfer, conveyance and assignment (i) to Freescale Mobility and SpinCo (or, as applicable, its their Subsidiaries) of all of Motorola’s (or, as applicable, its Subsidiaries’) right, title and interest in and to the SPS Transferred Assets, and thereafter, (ii) to SpinCo of all of the shares of capital stock of Mobility; and (c) such assumptions of Contracts and other instruments of assumption as, and to the extent, necessary or convenient to evidence the valid and effective assumption of the SPS Transferred Liabilities by Freescale Mobility and SpinCo (or, as applicable, its their Subsidiaries).