Common use of Post-Closing Transfers Clause in Contracts

Post-Closing Transfers. (a) If at any time following the Closing, any Party (or any Affiliate of such Party) shall receive or otherwise possess any asset or Liability that is allocated to the other Party pursuant to this Agreement or any Ancillary Agreement, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or cause to be transferred, such asset (each, a “Non-Transferred Asset”) or liability (each, a “Non-Transferred Liability”), as the case may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 shall not apply with respect to any Non-Assignable Asset. (b) At the request of the Purchaser, the Seller shall, or shall cause its Subsidiaries to electronically transfer any of the Transferred Assets (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to the Seller or any of its Subsidiaries, to the Purchaser promptly following the Closing. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from the Purchaser, the Seller shall not deliver, and shall ensure that none of the Seller’s Subsidiaries or any of its or their respective Representatives delivers, any such Transferred Asset to the Purchaser on any tangible medium.

Post-Closing Transfers. (a) If at any time If, following the Closing, the Purchaser or the Seller identifies any Party (or any Affiliate of such Party) shall receive or otherwise possess any asset or Liability Asset that is allocated has not been transferred to the other Party pursuant to this Agreement Purchaser and that either (i) is owned or any Ancillary Agreement, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or cause to be transferred, such asset (each, a “Non-Transferred Asset”) or liability (each, a “Non-Transferred Liability”), as the case may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible held for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 shall not apply with respect to any Non-Assignable Asset. (b) At the request of the Purchaser, the Seller shall, or shall cause its Subsidiaries to electronically transfer any of the Transferred Assets (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to the Seller or any current or future Affiliate of its Subsidiaries, the Seller and is determined by the Purchaser in good faith to be an Asset which should have been included in the Transferred Assets or which relates to or may be useful in connection with the Transferred Assets or the Aeroquin Business or (ii) is owned or held for use by any Seller Predecessor and is an Asset which the Seller had the right to acquire from such Seller Predecessor prior to the Purchaser promptly following Closing Date and which would have been included in the Closing. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from had the PurchaserSeller exercised such right prior to the Closing Date, then: (A) if the identification of such Asset was made by the Seller, the Seller shall not deliverpromptly notify the Purchaser of the existence of such Asset; and (B) if the Purchaser decides to acquire such Asset and notifies the Seller of its decision to acquire such Asset, the Seller shall promptly, without any payment or delivery by the Purchaser of any further consideration, cause to be executed and delivered such instruments of sale, assignment, transfer and conveyance with respect to such Asset as the Purchaser may reasonably request in order to cause such Asset (or, if such Asset is or relates to a Contract, all of the rights of the Seller and its Affiliates or such Seller Predecessor under such Contract) to be sold, assigned, transferred, conveyed and delivered to the Purchaser, and shall ensure that none of the Seller’s Subsidiaries or any of its or their respective Representatives delivers, any such Transferred Asset to cause the Purchaser on any tangible mediumto be fully vested in such Asset, to have good, valid and marketable title to such Asset and to gain possession of such Asset, as applicable (such Asset being deemed to be, and to have been at all times since the date of this Agreement, a “Transferred Asset” under this Agreement).

Post-Closing Transfers. (a) If at any time following the Closing, any Party (or any Affiliate of such Party) shall receive or otherwise possess any asset or Liability that is allocated to the other Party pursuant to this Agreement or any Ancillary Related Agreement, such Party shall (or shall cause its Affiliate to) (the “"Transferor Party”") reasonably promptly transfer, or cause to be transferred, such asset (each, a “"Non-Transferred Asset”") or liability (each, a “"Non-Transferred Liability”"), as the case may be, to the other Party (or to such Party’s 's Affiliate) (the “"Transferee Party”") entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 5.05 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Non- Transferred Asset for the use and benefit of the Transferee Party entitled thereto (at the expense of the Transferee Party entitled thereto). In addition, the Transferor Party retaining such Non-Non- Transferred Asset shall, insofar as reasonably possible and to the extent permitted by applicable Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ ' fees and all recording or similar fees, shall be borne by the Party party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 shall not apply with respect to any Non-Assignable Asset. (b) At the request of the Purchaser, the Seller shall, or shall cause its Subsidiaries to electronically transfer any of the Transferred Assets (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to the Seller or any of its Subsidiaries, to the Purchaser promptly following the Closing. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from the Purchaser, the Seller shall not deliver, and shall ensure that none of the Seller’s Subsidiaries or any of its or their respective Representatives delivers, any such Transferred Asset to the Purchaser on any tangible medium.

Post-Closing Transfers. (a) If at any time To the extent that, during the twelve (12) months following the Closing, Purchaser or Seller discovers that any Party assets or properties: (or any Affiliate of such Partyi) shall receive or otherwise possess any asset or Liability that is allocated do not constitute Transferred Assets were transferred to the other Party Company or pursuant to this Agreement the Transactions at or any Ancillary Agreementprior to Closing but were not intended to be so transferred (each, such Party shall (or an “Inadvertently Included Asset”), Purchaser shall, and shall cause its Affiliate toAffiliates to (A) promptly assign and transfer all right, title and interest in such Inadvertently Included Asset to Seller or its designated assignee, and (the “Transferor Party”B) reasonably promptly pending such transfer, (x) hold in trust such Inadvertently Included Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Inadvertently Included Asset, and (y) cause such Inadvertently Included Asset to be transferred, such asset (each, a “Non-Transferred Asset”) used or liability (each, a “Non-Transferred Liability”), as the case may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions retained as may be reasonably requested instructed by the Transferee Party to whom such Non-Seller; and (ii) that constitute Transferred Asset is to be Assets were not transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers Company or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by pursuant to the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred Transactions at or prior to the Closing. This Section 4.10 shall not apply with respect Closing but were intended to any Non-Assignable be so transferred (each, an “Inadvertently Omitted Asset. (b) At the request of the Purchaser”), the Seller shall, or and shall cause its Subsidiaries Affiliates to electronically (A) promptly assign and transfer any all right, title and interest in such Inadvertently Omitted Asset to Purchaser or its designated assignee, and (B) pending such transfer, (x) hold in trust such Inadvertently Omitted Asset and provide to Purchaser or its designated assignee all of the Transferred Assets (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to benefits associated with the Seller or any ownership of its Subsidiaries, to the Purchaser promptly following the Closing. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from the Purchaser, the Seller shall not deliverInadvertently Omitted Asset, and shall ensure that none of the Seller’s Subsidiaries or any of its or their respective Representatives delivers, any (y) cause such Transferred Inadvertently Omitted Asset to the Purchaser on any tangible mediumbe used or retained as may be reasonably instructed by Purchaser.

Post-Closing Transfers. (a) If at any time If, following the Closing, any Party (the Purchasers or any Seller-Related Party identifies any Asset that: (i) was not duly sold, assigned, transferred, conveyed and/or delivered to the Purchasers or any applicable Designated Adobe Affiliate at the Closing, and (ii) constituted or would reasonably be expected to have constituted a Transferred Business Asset at the Closing, then: (A) if the identification of such Asset was made by any Seller-Related Party, the Sellers shall promptly notify the Purchasers of the existence of such Asset; and (B) if the Purchasers decides to acquire such Asset and notifies the Sellers of their decision to acquire such Asset, the Sellers shall receive promptly, without any payment or otherwise possess delivery by the Purchasers of any asset or Liability that is allocated to consideration other than the other Party pursuant to this Agreement or any Ancillary AgreementPurchase Price paid at the Closing, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or cause to be transferredexecuted and delivered such instruments of sale, assignment, transfer and conveyance with respect to such asset (each, a “Non-Transferred Asset”) or liability (each, a “Non-Transferred Liability”), Asset as the case Purchasers may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, request in order to place cause such Transferee Party in a substantially similar position as Asset (or, if such Non-Transferred Asset had been transferred as contemplated hereby and so that is or relates to a Contract, all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 shall not apply with respect to any Non-Assignable Asset. (b) At the request of the Purchaser, the Seller shall, or shall cause its Subsidiaries to electronically transfer any of the Transferred Assets (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to the Seller or any of its Subsidiaries, to the Purchaser promptly following the Closing. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from the Purchaser, the Seller shall not deliver, and shall ensure that none rights of the Seller’s Subsidiaries or any of its or their respective Representatives delivers-Related Parties under such Contract) to be sold, any such Transferred Asset assigned, transferred, conveyed and delivered to the Purchaser on any tangible mediumPurchasers or the applicable Designated Adobe Affiliate, and to cause the Purchasers or the applicable Designated Adobe Affiliate to be fully vested in such Asset, to have good, valid and marketable title to such Asset and to gain possession of such Asset, as applicable (such Asset being deemed to be a “Transferred Business Asset” under this Agreement).

Post-Closing Transfers. (a) If at any time following the Closing, any Party (or any Affiliate of such Party) shall receive or otherwise possess any asset or Liability that is allocated to the other Party pursuant to this Agreement or any Ancillary Agreement, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or cause to be transferred, such asset (each, a “Non-Transferred Asset”) or liability (each, a “Non-Transferred Liability”), as the case may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 5.11 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 5.11 shall not apply with respect to any Non-Assignable AssetConsent Required Contracts. (b) At Notwithstanding anything to the request of contrary in Section 5.11(a), to the Purchaserextent not prohibited by applicable Tax Laws (and to the extent consistent with the relevant arrangement agreed to by the Seller and the Purchaser Group pursuant to Section 5.11(a)), the Seller shalland the Purchaser Group agree to treat and report, or shall and to cause its Subsidiaries their respective Affiliates to electronically transfer any treat and report, on their Tax Returns, the Non-Transferred Assets as assets owned by the Transferee Party after the Closing. Each of the Transferred Assets Seller and the Purchaser Group agrees to notify the other Party promptly in writing if it determines that such treatment (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to the extent consistent with the relevant arrangement agreed to by the Seller and the Purchaser Group pursuant to Section 5.11(a)) is not permitted under applicable Tax Laws. Where such treatment is not permitted under applicable Tax Laws, and subject to the terms of any relevant arrangement agreed to by the Seller and the Purchaser Group pursuant to Section 5.11(a), the amount of the Liability for Taxes imposed on the Transferor Party or any of its SubsidiariesAffiliates with respect to any Non-Transferred Asset for any taxable period (or portion thereof) beginning after the Closing Date, to if any, for which the Purchaser promptly following the ClosingTransferee Party and its Affiliates are responsible shall be calculated on a “with and without” basis. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from the Purchaser, the Seller The Transferor Party shall not deliverprovide, and shall ensure that none cause its Affiliates to provide, the Transferee Party with a reasonable opportunity to review the relevant portion of any applicable Tax Returns relating to any Non-Transferred Assets (and accompanying schedules, calculations and other reasonably requested work papers) as necessary for determining such Tax Liability; provided, that, in the case of Tax Returns of the Seller’s Subsidiaries Transferor Party or any of its Affiliates (or their respective Representatives deliversof a consolidated, combined, unitary or Tax group including any of them), the Transferor Party may, in lieu of delivering the Tax Returns, deliver to the Transferee Party pro-forma statements setting forth in sufficient detail the information relevant for determining the relevant Tax Liability. If the Seller and the Purchaser Group are unable to reach an agreement in respect of any dispute concerning such Tax Liability, they shall promptly submit any such Transferred Asset dispute for resolution to the Accountant. All costs and expenses of the Accountant shall be borne equally by the Seller and the Purchaser on any tangible mediumGroup.

Post-Closing Transfers. (a) If at any time If, following the Closing, any Party (or identifies any Affiliate of such Party) shall receive or otherwise possess any asset or Liability Asset that is allocated has not been transferred to the other Party pursuant to this Agreement Purchaser and that either (i) is owned or any Ancillary Agreement, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or cause to be transferred, such asset (each, a “Non-Transferred Asset”) or liability (each, a “Non-Transferred Liability”), as the case may be, to the other Party (or to such Party’s Affiliate) (the “Transferee Party”) entitled to such Non-Transferred Asset or responsible held for such Non-Transferred Liability, as the case may be, and the Transferee Party entitled to such Non-Transferred Asset or responsible for such Non-Transferred Liability shall accept such Non-Transferred Asset or accept, assume and agree faithfully to perform or discharge such Non-Transferred Liability, as applicable. If any transfer or assignment of any Non-Transferred Asset under this Section 4.10 is unable to be consummated promptly for any reason, then, insofar as reasonably possible, the Transferor Party retaining such Non-Transferred Asset shall thereafter hold such Non-Transferred Asset for the use and benefit of the Transferee Party entitled thereto. In addition, the Transferor Party retaining such Non-Transferred Asset shall, insofar as reasonably possible and to the extent permitted by Law, take such actions as may be reasonably requested by the Transferee Party to whom such Non-Transferred Asset is to be transferred or assigned, in order to place such Transferee Party in a substantially similar position as if such Non-Transferred Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Non-Transferred Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over such Non-Transferred Asset, is to inure from and after the Closing to the Transferee Party. The reasonable out-of-pocket costs and expenses associated with any such transfers or assignments of Non-Transferred Assets or assumption of Non-Transferred Liabilities, including reasonable attorneys’ fees and all recording or similar fees, shall be borne by the Party that would have been responsible for such costs and expenses if the transfer, assignment or assumption had occurred at or prior to the Closing. This Section 4.10 shall not apply with respect to any Non-Assignable Asset. (b) At the request of the Purchaser, the Seller shall, or shall cause its Subsidiaries to electronically transfer any of the Transferred Assets (including any software) that can be transmitted electronically, without incurring additional cost and expense or any disruption or interference to the Seller or any current or future Affiliate of its Subsidiaries, the Seller and is determined by Parent and/or the Purchaser in good faith to be an Asset which should have been included in the Transferred Assets or which relates to or may be useful in connection with the Transferred Assets or the Aeroquin Business or (ii) is owned or held for use by any Seller Predecessor and is an Asset which the Seller had the right to acquire from such Seller Predecessor prior to the Purchaser promptly following Closing Date and which would have been included in the Closing. If the Purchaser is able to electronically transfer any such Transferred Assets following a request from had the PurchaserSeller exercised such right prior to the Closing Date, then: (A) if the identification of such Asset was made by the Seller, the Seller shall not deliver, promptly notify Parent and shall ensure that none the Purchaser of the Seller’s Subsidiaries existence of such Asset; and (B) if Parent and/or the Purchaser decides to acquire such Asset or causes such Asset to be acquired and notifies the Seller of such decision, the Seller shall promptly, without any payment or delivery by Parent or the Purchaser of any further consideration, cause to be executed and delivered such instruments of sale, assignment, transfer and conveyance with respect to such Asset as Parent and/or the Purchaser may reasonably request in order to cause such Asset (or, if such Asset is or relates to a Contract, all of the rights of the Seller and its Affiliates or such Seller Predecessor under such Contract) to be sold, assigned, transferred, conveyed and delivered to Parent, the Purchaser or any of its or their respective Representatives deliversAffiliates designated by them in writing to receive such Asset, any such Transferred Asset and to cause Parent, the Purchaser on any tangible mediumor such designee to be fully vested in such Asset, to have good, valid and marketable title to such Asset and to gain possession of such Asset, as applicable (such Asset being deemed to be, and to have been at all times since the Original Agreement Date, a “Transferred Asset” under this Agreement).