Common use of Method of Transfer and Assumption Clause in Contracts

Method of Transfer and Assumption. The parties hereto acknowledge and agree that (i) any Transfer will be effected by delivery by the Transferor to the Transferee of (A) with respect to the Equity Interests that are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank and to the extent required by the Laws of any other country, any local transfer or other document, (B) with respect to any real property interest and/or any improvements thereon, a grant deed, xxxx of sale or substantially equivalent instrument in any non-United States jurisdictions conveying the property, and (C) with respect to all other Automotive Assets or Equity Interests, as the case may be, such good and sufficient instruments of contribution, assignment, conveyance, transfer and delivery, in form and substance reasonably satisfactory to Parent and to the appropriate Transferor and Transferee, as shall be necessary to vest in such Transferee all of the Transferor's right, title and interest in and to any such Automotive Assets or Equity Interests and (ii) the assumption of the Automotive Liabilities and the Excluded Liabilities contemplated pursuant to Section 1.3 hereof will be effected by delivery by the party assuming such Automotive Liabilities or Excluded Liabilities to the party which is the obligor under such Automotive Liabilities or Excluded Liabilities, of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to Parent and Northrop Grumman, as shall be necessary for the assumption of such Automotive Liabilities and Excluded Liabilities. Each party hereto also agrees to deliver to each other party hereto such other documents, instruments, certificates and agreements as may be reasonably requested by any such other party hereto in connection with the transactions contemplated hereby and to take such further action as may be reasonably necessary to carry out the provisions hereof. Notwithstanding any provision to the contrary contained in this Agreement, in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 1.4, the provisions of this Agreement will prevail and govern and the parties will cause such instruments of transfer or assumption to contain provisions which provide for this Agreement to prevail and govern in such event.

Method of Transfer and Assumption. The parties hereto acknowledge and agree that (i) any Transfer will be effected by delivery by the Transferor to the Transferee of (A) with respect to the Equity Interests that are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank and to the extent required by the Laws of any other country, any local transfer or other document, (B) with respect to any real property interest and/or any improvements thereon, a grant deed, xxxx bxxx of sale or substantially equivalent instrument in any non-United States jurisdictions conveying the property, and (C) with respect to all other Automotive Assets or Equity Interests, as the case may be, such good and sufficient instruments of contribution, assignment, conveyance, transfer and delivery, in form and substance reasonably satisfactory to Parent and to the appropriate Transferor and Transferee, as shall be necessary to vest in such Transferee all of the Transferor's ’s right, title and interest in and to any such Automotive Assets or Equity Interests and (ii) the assumption of the Automotive Liabilities and the Excluded Liabilities contemplated pursuant to Section 1.3 hereof will be effected by delivery by the party assuming such Automotive Liabilities or Excluded Liabilities to the party which is the obligor under such Automotive Liabilities or Excluded Liabilities, of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to Parent and Northrop Grumman, as shall be necessary for the assumption of such Automotive Liabilities and Excluded Liabilities. Each party hereto also agrees to deliver to each other party hereto such other documents, instruments, certificates and agreements as may be reasonably requested by any such other party hereto in connection with the transactions contemplated hereby and to take such further action as may be reasonably necessary to carry out the provisions hereof. Notwithstanding any provision to the contrary contained in this Agreement, in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 1.4, the provisions of this Agreement will prevail and govern and the parties will cause such instruments of transfer or assumption to contain provisions which provide for this Agreement to prevail and govern in such event.

Method of Transfer and Assumption. The parties hereto --------------------------------- acknowledge and agree that (i) any Transfer will shall be effected by delivery by the Transferor to the Transferee of (A) with respect to the Equity Interests that Excluded Assets which are evidenced by capital stock certificates or similar instruments, certificates duly endorsed in blank or accompanied by stock powers or other instruments of assignment executed in blank and to the extent required by the Laws of any other country, any local transfer or other documentblank, (B) with respect to any real property interest and/or any improvements thereon, a grant deed, xxxx of sale or substantially equivalent instrument in any non-United States jurisdictions deed conveying the propertyproperty on an "as is where is" basis, and (C) with respect to all other Automotive Additional Satellite Assets or Equity InterestsExcluded Assets, as the case may be, such good and sufficient instruments of contribution, assignment, conveyance, transfer and delivery, in form and substance reasonably satisfactory to Parent the Purchaser and to the appropriate Transferor and Transferee, as shall be necessary to vest in such Transferee all of the Transferor's right, title and interest in and to any such Automotive Assets or Equity Interests and (ii) the assumption of the Automotive Liabilities and the Excluded Additional Satellite Liabilities contemplated pursuant to Section 1.3 1.2 hereof will shall be effected by delivery delivery, by the party assuming such Automotive Liabilities or Excluded Liabilities Liability to the party which is the obligor under such Automotive Liabilities or Excluded LiabilitiesLiability, of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to Parent the Purchaser and Northrop Grummanto such two parties, as shall be necessary for the assumption of such Automotive Liabilities and Excluded Additional Satellite Liabilities. Each party hereto also agrees to deliver to each other party hereto such other documents, instruments, certificates and agreements as may be reasonably requested by any such other party hereto in connection with the transactions contemplated hereby and to take such further action as may be reasonably necessary to carry out the provisions hereof. Notwithstanding any provision to the contrary contained in this Agreement, in the event and to the extent that there is any conflict between the provisions of this Agreement and the provisions of any of the instruments of transfer or assumption referred to in this Section 1.41.3, the provisions of this Agreement will shall prevail and govern and govern. To the extent that any Transfers contemplated hereby are not consummated on or prior to the Closing Date, the parties will cause hereto covenant and agree to take all actions reasonably necessary or appropriate to complete such instruments of transfer or assumption to contain provisions which provide for this Agreement to prevail and govern in such eventtransfers promptly following the Closing Date.