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.

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.

Post-Closing Transfers. (a) If at any time If, following the Closing, any Party identifies any Asset that has not been transferred to the Purchaser and that either (i) is owned or held for use by the Seller or any current or future Affiliate of 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 Party) shall receive or otherwise possess any asset or Liability that is allocated Seller Predecessor prior to the other Party pursuant Closing Date and which would have been included in the Transferred Assets had the Seller exercised such right prior to the Closing Date, then: (A) if the identification of such Asset was made by the Seller, the Seller shall promptly notify Parent and the Purchaser of the existence of such [***] Certain information in this Agreement document has been omitted and filed separately with the Securities and Exchange Commission Confidential treatment has been requested with respect to portions of this agreement. 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 Ancillary Agreementpayment or delivery by Parent or the Purchaser of any further consideration, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or 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 their respective Affiliates designated by them in writing to receive such asset Asset, and to cause Parent, the Purchaser or 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 (eachsuch Asset being deemed to be, and to have been at all times since the Original Agreement Date, 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 AssetAgreement).

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.

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 NonAsset is or relates to a Contract, all of the rights of the Seller-Transferred Asset had been transferred as contemplated hereby Related Parties under such Contract) to be sold, assigned, transferred, conveyed and so that all delivered to the benefits Purchasers or the applicable Designated Adobe Affiliate, and burdens relating 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 Non-Transferred Asset and to gain possession of such Asset, including use, risk of loss, Tax costs, potential for gain, and dominion, control and command over as applicable (such Non-Asset being deemed to be a “Transferred Business 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” under this Agreement).

Post-Closing Transfers. (a) If at any time If, following the Closing, the Purchaser or the Seller identifies any Party Asset that has not been transferred to the Purchaser and that either (i) is owned or held for use by the Seller or any current or future Affiliate of 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 Party) shall receive or otherwise possess any asset or Liability that is allocated Seller Predecessor prior to the other Party pursuant Closing Date and which would have been included in the Transferred Assets had the Seller exercised such right prior to this Agreement the Closing Date, then: (A) if the identification of such Asset was made by the Seller, the Seller shall promptly 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 Ancillary Agreementfurther consideration, such Party shall (or shall cause its Affiliate to) (the “Transferor Party”) reasonably promptly transfer, or 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 to cause the Purchaser to be fully vested in such asset Asset, to have good, valid and marketable title to such Asset and to gain possession of such Asset, as applicable (eachsuch Asset being deemed to be, and to have been at all times since the date of this Agreement, 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 AssetAgreement).