Common use of Excluded Assets; Excluded Liabilities Clause in Contracts

Excluded Assets; Excluded Liabilities. Prior to the Closing, (i) Seller will cause the Company and the Company Subsidiaries, as applicable, to transfer, convey assign or otherwise distribute to Indemnitor or one of Indemnitor's wholly owned subsidiaries all of the Company's or any Company Subsidiary's right, title and interest in and to all the Excluded Assets, and (ii) Indemnitor shall, or shall cause, one of its wholly owned subsidiaries to assume all the Excluded Liabilities. The distribution of the Excluded Assets and the assumption of the Excluded Liabilities shall be effected pursuant to written instruments of transfer and assumption, as applicable, reasonably satisfactory to Acquiror, and may include a transfer or assumption of some or all of such Excluded Assets or Excluded Liabilities, as applicable, to a direct or indirect Subsidiary of the Company followed by a distribution of the Capital Stock of such Subsidiary.

Excluded Assets; Excluded Liabilities. Prior to the each Closing, (i) Seller will cause the Company and the Company Subsidiariesor Companies to be acquired by Acquiror on such Closing Date, as applicable, to transfer, convey assign or otherwise distribute to Indemnitor Seller or one of Indemnitor's its wholly owned subsidiaries all of the such Company's or any Company Subsidiary's right, title and interest in and to all the Excluded Assets, and (ii) Indemnitor Seller shall, or shall cause, one of its wholly owned subsidiaries to assume all the Excluded Liabilities. The distribution of the Excluded Assets and the assumption of the Excluded Liabilities shall be effected pursuant to written instruments of transfer and assumption, as applicable, reasonably satisfactory to Acquiror, and may include a transfer or assumption of some or all of such Excluded Assets or Excluded Liabilities, as applicable, to a direct or indirect Subsidiary of the a Company followed by a distribution of the Capital Stock of such Subsidiary.