Common use of Methods of Transfer and Assumption Clause in Contracts

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. (b) Each party shall execute and deliver to the relevant other party all such documents, instruments, certificates and agreements in appropriate form, and make all filings and recordings and take all such other actions, as shall be necessary or reasonably requested by such other party, whether before or after the Contribution Date, in order to give full effect to and evidence and perfect the transfer and contribution of the PFS Assets and assumption of the PFS Liabilities as contemplated hereby. However, the parties acknowledge and agree that no party shall be required to comply with the provisions of any bulk transfer law of any jurisdiction in connection with the transfer of any PFS Asset. (c) Any Subsidiary of PFSweb that will receive any PFS Asset or assume any PFS Liability shall for all purposes be deemed to be a party to this Agreement.

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. (b) To the extent necessary, the assumption of the Assumed Liabilities contemplated pursuant to Section 2.2 hereof shall be effected by delivery by eFunds to DFSI of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to DFSI and eFunds as shall be necessary for the assumption by eFunds of the Assumed Liabilities. (c) 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 party hereto in connection with the transactions contemplated hereby. (d) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE TRANSFERS AND ASSUMPTIONS REFERRED TO IN THIS ARTICLE II ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (I) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF ANY OF THE PURCHSAED ASSETS, (II) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER MATTER CONCERNING ANY OF THE PURCHASED ASSETS, OR (III) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY OF THE PURCHASED ASSETS. The instruments of transfer or assumption referred to in this Section 2.3 shall not include any separate representations and warranties. Deluxe and eFunds hereby acknowledge and agree that all Purchased Assets are being transferred "AS IS, WHERE IS." eFunds shall bear the economic and legal risks that any conveyances of the Purchased Assets to eFunds shall prove to be insufficient or that eFunds's title to any of the Purchased Assets which they currently own (or, after giving effect to the transfers contemplated by this Agreement, will own) shall be other than good and marketable and free from encumbrances. (e) DFSI and eFunds hereby further acknowledge and agree that 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 2.3, the provisions of this Agreement shall control except where a specific conveyancing instrument specifically provides that such instrument shall control over this Section 2.3 and refers to this specific Section 2.3 by number. (f) The parties intend to complete the transfer of all PFS Purchased Assets and the assumption of all PFS eFunds Liabilities effective as of on or prior to the Contribution Date; providedClosing Date but, however, that to the extent that any such transfers or and assumptions are not completed as of prior to the Contribution Closing Date, each party the parties shall take all actions reasonably necessary or appropriate to complete such transactions as promptly thereafter as possible. In addition, addition to those transfers and assumptions accurately identified and designated by the parties acknowledge that to take place but which the parties are not able to effect prior to the Closing Date, there may exist (i) PFS Purchased Assets or other assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to PFSweb eFunds or retained by Daisytek, respectively, Deluxe or (ii) PFS Liabilities or other liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by PFSweb eFunds or not assumed by PFSweb, respectivelyeFunds. The parties shall, between the Contribution Closing Date and the date the Distribution Dateoccurs, cooperate in good faith to effect the transfer or re-transfer of such PFS Assets or other assetsPurchased Assets, and/or the assumption or re-assumption of such PFS Liabilities or other liabilitiesAssumed Liabilities, to or by the appropriate party and shall not use such mistake or omission the determination of remedial actions contemplated herein to alter the original intent of the parties hereto with respect to the PFS Purchased Assets to be transferred to or PFS the Assumed Liabilities to be assumed by PFSwebeFunds. Each party shall reimburse the other or make such other financial adjustments (e.g., without limitation, cash reserves) or other adjustments as may be equitable to remedy any mistakes or omissions relating to any of the PFS Purchased Assets transferred hereby or any of the PFS Assumed Liabilities assumed hereby. (b) Each party shall execute and deliver to the relevant other party all such documents, instruments, certificates and agreements in appropriate form, and make all filings and recordings and take all such other actions, as shall be necessary or reasonably requested by such other party, whether before or after the Contribution Date, in order to give full effect to and evidence and perfect the transfer and contribution of the PFS Assets and assumption of the PFS Liabilities as contemplated hereby. However, the parties acknowledge and agree that no party shall be required to comply with the provisions of any bulk transfer law of any jurisdiction in connection with the transfer of any PFS Asset. (c) Any Subsidiary of PFSweb that will receive any PFS Asset or assume any PFS Liability shall for all purposes be deemed to be a party to this Agreement.

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 Asset or the assumption of any 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 MMD Assets and Assumed Liabilities shall be made effective as of the Contribution Date, provided, however, that circumstances may require the transfer of certain MMD Assets and the assumption of certain Liabilities to occur in such other manner and at such other time as the parties shall agree. (b) The parties intend to complete the assignment and transfer of all PFS MMD Assets and the transfer and assumption of all PFS Assumed Liabilities effective as of on or prior to the Contribution Date; provided. If any MMD Asset cannot be assigned or transferred by Cabot or a Relevant Cabot Subsidiary, however, that or any Assumed Liability cannot be transferred by Cabot or a Relevant Cabot Subsidiary or assumed by MMD on or prior to the extent any Contribution Date for a reason set forth in Section 2.04(d), Section 2.4(d) shall govern the parties rights and obligations with respect to such MMD Asset or such Assumed Liability. In addition to those transfers or and assumptions accurately identified and designated by the parties to take place but which the parties are not completed as of able to effect prior to 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 (including Assets) that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to PFSweb CMC or retained by Daisytek, respectively, Cabot or (ii) PFS Liabilities or other liabilities (including Liabilities) that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by PFSweb CMC -12- 16 or not assumed by PFSweb, respectivelyCMC. The parties shall, between the Contribution Date and the Distribution Date, shall 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, in any case as soon as reasonably practicable, to or by the appropriate party and shall not use such mistake or omission the determination of remedial actions contemplated herein to alter the original intent of the parties hereto with respect to the PFS MMD Assets to be transferred to or PFS Assumed Liabilities to be assumed by PFSwebCMC. Each party shall reimburse the other or make such other financial adjustments (e.g., without limitation, cash reserves) 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 Assumed Liabilities assumed hereby. (bc) Each party hereto shall execute and deliver to the relevant each other party all such documents, instruments, certificates and agreements in appropriate form, and shall make all filings and recordings and take all such other actions, as shall be necessary or reasonably requested by such other party, whether before or after the Contribution Date, in order to give full effect to and to evidence and perfect the transfer and contribution of the PFS MMD Assets and the assumption of the PFS Assumed Liabilities as contemplated hereby. However, the parties acknowledge CMC acknowledges and agree agrees that no party shall be required to neither Cabot nor any Subsidiary of Cabot will comply with the provisions of any bulk transfer law or similar laws of any jurisdiction giving creditors of a transferor rights against the transferee in connection with the transfer of any PFS Asset. (c) Any Subsidiary of PFSweb that will receive any PFS Asset or assume any PFS Liability shall for all purposes be deemed to be a party to this Agreement.

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. (b) The parties intend to complete the assignment and transfer of all PFS Opto Assets and the transfer and assumption of all PFS Assumed Liabilities effective as of the Contribution Effective Date; provided. Notwithstanding the foregoing, however, that if any Opto Asset cannot be assigned or transferred by Methode or any Assumed Liability cannot be transferred by Methode or assumed by Stratos LLC on or prior to the extent any Effective Date for a reason set forth in Section 2.4, Section 2.4 shall govern the parties rights and obligations with respect to such Opto Asset or such Assumed Liability. In addition to those transfers or and assumptions accurately identified and designated by the parties to take place but which the parties are not completed as of able to effect prior to the Contribution Effective 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 (including Assets) that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to PFSweb Stratos LLC (in which Stratos LLC never obtained any beneficial interest) or retained by Daisytek, respectively, Methode or (ii) PFS Liabilities or other liabilities (including Assumed Liabilities) that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by PFSweb Stratos LLC or not assumed by PFSweb, respectivelyStratos LLC. The parties shall, between the Contribution Date and the Distribution Date, shall 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, in any case as soon as reasonably practicable, to or by the appropriate party and shall not use such mistake or omission the determination of remedial actions contemplated herein to alter the original intent of the parties hereto with respect to the PFS Opto Assets to be transferred to or PFS Assumed Liabilities to be assumed by PFSwebStratos LLC. Each party shall reimburse the other or make such other financial or other adjustments as may be equitable to remedy the effect of any mistakes or omissions relating to any of the PFS Assets transferred hereby or any of the PFS Assumed Liabilities assumed hereby. (bc) Each party hereto shall execute and deliver to the relevant each other party all such documents, instruments, certificates and agreements in appropriate form, and shall make all filings and recordings and take all such other actions, as shall be necessary or reasonably requested by such other party, whether before or after the Contribution Effective Date, in order to give full effect to and to evidence and perfect the transfer and contribution of the PFS Opto Assets and the assumption of the PFS Assumed Liabilities as contemplated hereby. However, the parties acknowledge Stratos LLC acknowledges and agree agrees that no party shall be required to neither Methode nor any of its Subsidiaries will comply with the provisions of any bulk transfer law or similar laws of any jurisdiction giving creditors of a transferor rights against the transferee in connection with the transfer of any PFS Opto Asset. (c) Any Subsidiary of PFSweb that will receive any PFS Asset or assume any PFS Liability shall for all purposes be deemed to be a party to this Agreement.