Methods of Transfer and Assumption. The parties hereto agree that (a) the transfers of Assets contemplated pursuant to Section 2.1 hereof shall be effected by delivery by Spinco to the Company, and by the Company to Spinco, as the case may be, of (i) with respect to those 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, (ii) with respect to any real property interest and/or any improvements thereon, a quitclaim deed or the equivalent thereof in accordance with local practice, and (iii) with respect to all other Assets, such good and sufficient instruments of contribution, transfer and delivery, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary to vest in the Company or Spinco, as the case may be, all of the right, title and interest of Spinco or the Company, as the case may be, in and to any such Assets, (b) the assumption of the Retained Liabilities contemplated pursuant to Section 2.1(a)(x) hereof shall be effected by delivery by the Company to Spinco of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary for the assumption by the Company of the Retained Liabilities, and (c) the assumption of the Spinco Liabilities contemplated pursuant to Section 2.1(a)(xi) hereof shall be effected by delivery by Spinco to the Company of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Company, Parent and Spinco, as shall be necessary for the assumption by Spinco of the Spinco Liabilities. Each of the parties hereto also agrees to deliver to any other party hereto such other documents, instruments and writings as may be reasonably requested by such other parties hereto in connection with the transactions contemplated hereby. Notwithstanding any other provisions of this Agreement to the contrary, (x) the instruments of transfer or assumption referred to in this Section 2.2 shall not, without the prior written consent of Parent, include any separate representations and warranties, and (y) 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 2.2, the provisions of this Agreement shall prevail and govern.
Methods of Transfer and Assumption. (a) The parties intend to complete the transfer of all PFS Assets and the assumption of all PFS Liabilities effective as of the Contribution Date; provided, however, that to the extent any such transfers or assumptions are not completed as of the Contribution Date, each party shall take all actions reasonably necessary or appropriate to complete such transactions as promptly thereafter as possible. In addition, the parties acknowledge that there may exist (i) PFS Assets or other assets that the parties discover were, by mistake or omission, transferred to PFSweb or retained by Daisytek, respectively, or (ii) PFS Liabilities or other liabilities that the parties discover were, by mistake or omission, assumed by PFSweb or not assumed by PFSweb, respectively. The parties shall, between the Contribution Date and the Distribution Date, cooperate in good faith to effect the transfer or re-transfer of such PFS Assets or other assets, and/or the assumption or re-assumption of such PFS Liabilities or other liabilities, to or by the appropriate party and shall not use such mistake or omission to alter the original intent of the parties hereto with respect to the PFS Assets to be transferred to or PFS Liabilities to be assumed by PFSweb. Each party shall reimburse the other or make such other financial or other adjustments as may be equitable to remedy any mistakes or omissions relating to any of the PFS Assets transferred hereby or any of the PFS Liabilities assumed hereby.
Methods of Transfer and Assumption. In connection with the transfers of assets other than capital stock and the assumption of any liabilities, the Company and A&S shall execute or cause to be executed by the appropriate entities any necessary Conveyance and Assumption Instruments in such forms as Parent, the Company and A&S shall reasonably agree.
Methods of Transfer and Assumption. (a) To the extent that the transfer of any Spinco Asset or Spinco Future Asset or the assumption of any Spinco Liability or Spinco Future Liability is expressly provided for by the terms of any Ancillary Agreement, the terms of such Ancillary Agreement shall determine the manner of the transfer or assumption.
Methods of Transfer and Assumption. (a) The parties shall enter into the Ancillary Agreements, other than the IPO and Distribution Agreement and the Registration Rights Agreement, on or about the date of this Agreement. To the extent that the transfer of any Delphi Asset or the assumption of any Delphi Liability is expressly provided for by the terms of any Ancillary Agreement, the terms of such Ancillary Agreement shall determine the manner of the transfer or assumption. It is the intent of the parties that pursuant to Section 2.01, the transfer and assumption of all other Delphi Assets and Delphi Liabilities shall be made effective as of the Contribution Date, provided, however, that circumstances in various jurisdictions outside the United States may require the transfer of certain Assets and the assumption of certain Liabilities to occur in such other manner and at such other time as the parties shall agree.
Methods of Transfer and Assumption. (a) eFunds and Deluxe agree that transfers of Assets set forth in Section 2.1 hereof shall be effected by delivery by Deluxe or one of its Subsidiaries to eFunds or one of its Subsidiaries, as the case may be of (a) with respect to those eFunds 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 or (b) with respect to all other eFunds Assets owned by Deluxe (or its Subsidiaries), such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to Deluxe and eFunds, as shall be necessary to vest in eFunds or its Subsidiaries, as the case may be, all of Deluxe's title and ownership interest in and to any such eFunds Asset
Methods of Transfer and Assumption. (a) Pursuant to Section 2.1, the transfer and assumption of all of the Opto Assets and Assumed Liabilities shall be made effective as of the Effective Date; PROVIDED, HOWEVER, that circumstances may require the transfer of certain Opto Assets and the assumption of certain Assumed Liabilities to occur in such other manner and at such other time as the parties shall agree.
Methods of Transfer and Assumption. (a) eFunds and DFSI agree that transfers of Purchased Assets set forth in Section 2.1 hereof shall be effected by delivery by DFSI to eFunds of (a) with respect to any real property interest or any improvements thereon, a quit claim deed in accordance with local practice, and (b) with respect to all other Purchased Assets owned by DFSI, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to DFSI and eFunds, as shall be necessary to vest in eFunds all of DFSI's title and ownership interest in and to any such Purchased Asset. Notwithstanding the quit claim nature of the conveyances herein contemplated, DFSI hereby agrees to cooperate in all reasonable respects with eFunds with respect to any third party ownership or lien claims on any of the Purchased Assets. DFSI shall, among other things, provide eFunds with such records, access to employees, officers and directors, and other assistance as it may reasonably request with respect thereto, but shall not be liable for any damages, payments, or claims related to the Purchased Assets.
Methods of Transfer and Assumption. The parties hereto agree that (a) required transfers of Transferred Assets (other than, in general, Assets owned by Transferred Business Companies which are not Mixed-Use Subsidiaries) and DuPont Transferred Assets shall be effected by delivery by DuPont or one of the Retained Subsidiaries to Conoco or to one of the Transferred Business Companies, or by Conoco or one of the Transferred Business Companies to DuPont or to one of the Retained Subsidiaries, as the case may be, of (i) with respect to those 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, (ii) with respect to any real property interest or any improvements thereon owned by a Mixed-Use Subsidiary, a deed without any
Methods of Transfer and Assumption. 10 Section 2.3 Delayed Transfers..................................... 11 Section 2.4 Novation of Assumed Tality Liabilities................ 11 ARTICLE III LITIGATION...................................................... 12 Section 3.1 Allocation............................................ 12 Section 3.2 Cooperation........................................... 13
