Common use of Excluded Assets; Excluded Liabilities Clause in Contracts

Excluded Assets; Excluded Liabilities. Prior to each Closing, (i) Seller will cause the Company or Companies to be acquired by Acquiror on such Closing Date, as applicable, to transfer, convey assign or otherwise distribute to Seller or one of its wholly owned subsidiaries all of such Company's right, title and interest in and to all the Excluded Assets, and (ii) 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 a Company followed by a distribution of the Capital Stock of such Subsidiary.

Excluded Assets; Excluded Liabilities. Prior to each the Closing, (i) Seller will cause the Company or Companies to be acquired by Acquiror on such Closing Dateand the Company Subsidiaries, as applicable, to transfer, convey assign or otherwise distribute to Seller Indemnitor or one of its Indemnitor's wholly owned subsidiaries all of such the Company's or any Company Subsidiary's right, title and interest in and to all the Excluded Assets, and (ii) Seller 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 a the Company followed by a distribution of the Capital Stock of such Subsidiary.